SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
ELSINORE CORPORATION
(Name of Issuer)
COMMON STOCK, PAR VALUE $.001 PER SHARE
(Title of Class of Securities)
290308303
(CUSIP Number)
JOHN C. WATERFALL
10 EAST 50TH STREET
NEW YORK, NEW YORK 10022
(212) 705-0500
(Name, address and telephone number of person
authorized to receive notices and communications)
April 1, 1997
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ].
Check the following box if a fee is being paid with the statement [ ].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for purposes of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Page 1 of 112 Pages
<PAGE>
13D
CUSIP No. 290308303
___________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Morgens Waterfall Income Partners, L.P.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [x]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
WC, 00
____________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
New York
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
130,100 - See Response to Item 5
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
- 0 -
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
130,100 - See Response to Item 5
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
- 0 -
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
130,100
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
2.6%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
PN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 112 Pages
<PAGE>
13D
CUSIP No. 290308303
____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Restart Partners, L.P.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [x]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
WC, 00
____________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
813,127 - - See Response to Item 5
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
- 0 -
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
813,127 - See Response to Item 5
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
- 0 -
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
813,127
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
16.5%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
PN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 112 Pages
<PAGE>
13D
CUSIP No. 290308303
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Restart Partners II, L.P.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [x]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
WC, 00
____________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
1,156,964 - See Response to Item 5
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
- 0 -
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
1,156,964 - See Response to Item 5
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
- 0 -
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,156,964
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
23.5%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
PN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 4 of 112 Pages
<PAGE>
13D
CUSIP No. 290308303
____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Restart Partners III, L.P.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [x]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
WC, 00
____________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
803,834 - - See Response to Item 5
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
- 0 -
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
803,834 - See Response to Item 5
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
- 0 -
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
803,834
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
16.3%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
PN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 5 of 112 Pages
<PAGE>
13D
CUSIP No. 290308303
____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Restart Partners IV, L.P.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [x]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
WC, 00
____________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
506,462 - See Response to Item 5
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
- 0 -
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
506, 462 - See Response to Item 5
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
- 0 -
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
506,462
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
10.3%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
PN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 6 of 112 Pages
<PAGE>
13D
CUSIP No. 290308303
____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Restart Partners V, L.P.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [x]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
WC, 00
____________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
134,747 - See Response to Item 5
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
- 0 -
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
134,747 - See Response to Item 5
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
- 0 -
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
134,747
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
2.7%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
PN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 7 of 112 Pages
<PAGE>
13D
CUSIP No. 290308303
____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
The Common Fund for Non-Profit Organizations
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [x]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
WC, 00
____________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
New York
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
232,322 - See Response to Item 5
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
- 0 -
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
232,322 - See Response to Item 5
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
- 0 -
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
232,322
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
4.7%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
CO
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 8 of 112 Pages
<PAGE>
13D
CUSIP No. 290308303
____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
MWV Employee Retirement Plan Group Trust
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [x]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
WC, 00
____________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
New York
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
41,818 - See Response to Item 5
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
- 0 -
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
41,818 - See Response to Item 5
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
- 0 -
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
41,818
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
0.8%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
EP
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 9 of 112 Pages
<PAGE>
13D
CUSIP No. 290308303
____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Betje Partners
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [x]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
WC, 00
____________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
New York
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
213,736 - See Response to Item 5
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
- 0 -
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
213,736 - See Response to Item 5
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
- 0 -
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
213,736
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
4.3%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
PN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 10 of 112 Pages
<PAGE>
13D
CUSIP No. 290308303
____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Phoenix Partners, L.P.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [x]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
WC, 00
____________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
New York
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
613,330 - See Response to Item 5
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
- 0 -
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
613,330 - See Response to Item 5
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
- 0 -
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
613,330
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
12.4%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
PN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 11 of 112 Pages
<PAGE>
13D
CUSIP No. 290308303
____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Morgens, Waterfall, Vintiadis & Company, Inc.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [x]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
AF
____________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
New York
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
446,058 - See Response to Item 5
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
- 0 -
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
446,058 - See Response to Item 5
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
- 0 -
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
446,058 - See Response to Item 5
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
9.0%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
CO
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 12 of 112 Pages
<PAGE>
13D
CUSIP No. 290308303
____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
MW Capital, L.L.C.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [x]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
AF
____________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
130,100 - See Response to Item 5
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
- 0 -
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
130,100 - See Response to Item 5
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
- 0 -
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
130,100 - See Response to Item 5
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
2.6%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
CO
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 13 of 112 Pages
<PAGE>
13D
CUSIP No. 290308303
____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Prime Group, L.P.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [x]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
AF
____________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
813,127 - See Response to Item 5
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
- 0 -
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
813,127 - See Response to Item 5
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
- 0 -
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
813,127 - See Response to Item 5
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
16.5%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
PN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 14 of 112 Pages
<PAGE>
13D
CUSIP No. 290308303
____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Prime Group II, L.P.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [x]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
AF
____________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
1,156,964 - See Response to Item 5
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
- 0 -
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
1,156,964 - See Response to Item 5
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
- 0 -
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,156,964 - See Response to Item 5
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
23.5%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
PN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 15 of 112 Pages
<PAGE>
13D
CUSIP No. 290308303
____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Prime Group III, L.P.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [x]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
AF
____________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
803,834 See Response to Item 5
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
- 0 -
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
803,834 - See Response to Item 5
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
- 0 -
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
803,834
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
16.3%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
PN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 16 of 112 Pages
<PAGE>
13D
CUSIP No. 290308303
____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Prime Group IV, L.P.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [x]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
AF
____________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
506,462 - See Response to Item 5
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
- 0 -
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
506,462 - See Response to Item 5
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
- 0 -
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
506,462 - See Response to Item 5
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
10.3%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
PN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 17 of 112 Pages
<PAGE>
13D
CUSIP No. 290308303
____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Prime Group V, L.P.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [x]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
AF
____________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
134,747 - See Response to Item 5
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
- 0 -
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
134,747 - See Response to Item 5
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
- 0 -
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
134,747 - See Response to Item 5
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
2.7%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
PN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 18 of 112 Pages
<PAGE>
13D
CUSIP No. 290308303
____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Prime, Inc.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [x]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
AF
____________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
3,415,134 - See Response to Item 5
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
- 0 -
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
3,415,134 - See Response to Item 5
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
- 0 -
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
3,415,134 - See Response to Item 5
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
69.3%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
CO
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 19 of 112 Pages
<PAGE>
13D
CUSIP No. 290308303
____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
MW Management, L.L.C.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [x]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
AF
____________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
613,330 - See Response to Item 5
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
- 0 -
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
613,330 - See Response to Item 5
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
- 0 -
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
613,330 - See Response to Item 5
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
12.4%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
CO
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 20 of 112 Pages
<PAGE>
13D
CUSIP No. 290308303
____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
John C. "Bruce" Waterfall
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [x]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
AF
____________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
- 0- See Response to Item 5
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
- 0 -
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
- 0- See Response to Item 5
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
- 0 -
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
4,646,440 - See Response to Item 5
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
94.3%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 21 of 112 Pages
<PAGE>
13D
CUSIP No. 290308303
____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Edwin H. Morgens
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [x]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
AF
____________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
- 0 -See Response to Item 5
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
- 0 -See Response to Item 5
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
- 0 -See Response to Item 5
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
- 0 -See Response to Item 5
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
- 0 -See Response to Item 5
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [x]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
0.0%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 22 of 112 Pages
<PAGE>
ITEM 1. SECURITY AND ISSUER.
This Amendment No. 1 ("Amendment") amends the statement on Schedule 13D
("Statement") filed by persons named in Item 2 below with the Securities and
Exchange Commission (the "Commission") on March 10, 1997 relating to the
common stock, par value $.001 per share ("Common Stock"), of Elsinore
Corporation, a Nevada corporation (the "Issuer"). The principal executive
offices of the Issuer are located at 202 Fremont street, Las Vegas, Nevada
89101.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is filed jointly by (a) Morgens Waterfall Income
Partners, L.P. ("MWIP"); (b) Restart Partners, L.P. ("Restart"); (c) Restart
Partners II, L.P. ("Restart II"); (d) Restart Partners III, L.P. ("Restart
III"); (e) Restart Partners IV, L.P. ("Restart IV"); (f) Restart Partners V,
L.P. ("Restart V"); (g) The Common Fund for Non-Profit Organizations (the
"Common Fund"); (h) MWV Employee Retirement Plan Group Trust ("MWV Plan");
(i) Betje Partners ("Betje"); (j) Phoenix Partners, L.P. ("Phoenix");
(k) Morgens, Waterfall, Vintiadis & Company, Inc. ("Morgens Waterfall");
(l) MW Capital, L.L.C. ("MW Capital"); (m) Prime Group, L.P. ("Prime");
(n) Prime Group II, L.P. ("Prime II"); (o) Prime Group III, L.P. ("Prime
III"); (p) Prime Group IV, L.P. ("Prime IV"); (q) Prime Group V, L.P. ("Prime
V"); (r) Prime, Inc.; (s) MW Management, L.L.C. ("MW Management"); (t) John C.
"Bruce" Waterfall ("Waterfall"); and (u) Edwin H. Morgens ("Morgens" and
together with the persons listed in clauses (a) through (t) above, the
"Reporting Persons").
MWIP is a New York limited partnership whose principal business is to
invest in securities of United States issuers. MW Capital, a Delaware limited
liability company, is the general partner of MWIP. MWIP and MW Capital have
their principal address at 10 East 50th Street, New York, New York 10022.
Morgens and Waterfall are the managing members of MW Capital. All of the
information concerning Morgens and Waterfall is set forth below.
Restart, Restart II, Restart III, Restart IV and Restart V are Delaware
limited partnerships having their principal address at 10 East 50th Street,
New York, New York 10022. The principal business of Restart, Restart II,
Restart III, Restart IV and Restart V is to invest in securities of
financially troubled companies.
The general partner of Restart is Prime, a Delaware limited
partnership, having its principal address at 10 East 50th Street, New York,
New York 10022. The principal business of Prime is to act as the general
partner of Restart. The general partner of Prime is Prime, Inc., a Delaware
corporation, having its principal address at 10 East 50th Street, New York,
New York 10022. The principal business of Prime, Inc. is to act as general
partner of Prime, Prime II, Prime III, Prime IV and Prime V (as discussed
below). Waterfall is the President and a Director of Prime, Inc. Morgens is
Page 23 of 112 Pages
<PAGE>
the Chairman of the Board of Directors and the Secretary of Prime, Inc. All
of the information concerning Morgens and Waterfall is set forth below.
The general partner of Restart II is Prime II, a Delaware limited
partnership, having its principal address at 10 East 50th Street, New York,
New York, 10022. The principal business of Prime II is to act as the general
partner of Restart II. The general partner of Prime II is Prime, Inc. All of
the information concerning Prime, Inc. is set forth above.
The general partner of Restart III is Prime III, a Delaware limited
partnership, having its principal address at 10 East 50th Street, New York,
New York 10022. The principal business of Prime III is to act as the general
partner of Restart III. The general partner of Prime III is Prime, Inc. All
of the information concerning Prime, Inc. is set forth above.
The general partner of Restart IV is Prime IV, a Delaware limited
partnership, having its principal address at 10 East 50th Street, New York,
New York 10022. The principal business of Prime IV is to act as the general
partner of Restart IV. The general partner of Prime IV is Prime, Inc. All of
the information concerning Prime, Inc. is set forth above.
The general partner of Restart V is Prime V, a Delaware limited
partnership, having its principal address at 10 East 50th Street, New York,
New York 10022. The principal business of Prime V is to act as the general
partner of Restart V. The general partner of Prime V is Prime, Inc. All of
the information concerning Prime, Inc. is set forth above.
MWV Plan is a trust established in 1994 for the benefit of the
employees of Morgens Waterfall. The trustees of MWV Plan are David Ericson,
Dan Levinson, John Raphael, Joann McNiff and Stephanie Catlett, all of whom
are employees of Morgens Waterfall. MWV Plan's principal address is 10 East
50th Street, New York, New York 10022. The MWV Plan trustees have executed
an agreement assigning to Waterfall, among other things, all authority to make
voting and investment decisions concerning MWV Plan's Common Stock.
Phoenix and Betje are New York limited partnerships having their
principal address at 10 East 50th Street, New York, New York 10022. The
principal business of Phoenix and Betje is to invest in securities of U.S.
issuers. MW Management, a Delaware limited liability company, is the general
partner of Phoenix. The principal address of MW Management is 10 East 50th
Street, New York, New York 10022. Morgens and Waterfall are the managing
members of MW Management. All of the information concerning Morgens and
Waterfall is set forth below. Mr. Zanvyl Krieger ("Krieger") is the general
partner of Betje. The business address of Krieger is c/o Weinberg and Green,
100 South Charles Street, Baltimore, Maryland 21201. Krieger is a U.S.
citizen whose principal occupation is a private investor.
Morgens Waterfall is a New York corporation having its principal
address at 10 East 50th Street, New York, New York 10022. The business of
Morgens Waterfall is the rendering of financial services. Pursuant to an
investment advisory agreement, Krieger, as the general partner of Betje, has
Page 24 of 112 Pages
<PAGE>
authorized Morgens Waterfall to make investment decisions and to act on behalf
of Betje in carrying out Betje's investment objectives. In addition, Morgens
Waterfall provides discretionary investment advisory services to the Common
Fund and in that capacity has been granted full investment authority and
shared voting authority with the Common Fund with respect to securities
registered in the name of the Common Fund. Under rules promulgated by the
Securities and Exchange Commission, Morgens Waterfall may be considered a
"beneficial owner" of securities acquired by Betje or the Common Fund as a
result of its relationships with Betje and the Common Fund.
Waterfall is the President, Assistant Secretary and a Director of
Morgens Waterfall. Morgens is the Chairman of the Board of Directors and the
Secretary of Morgens Waterfall. The primary occupations of Morgens and
Waterfall are to act as the principals in the business of Morgens Waterfall.
The business address of Morgens and Waterfall, each of whom is a United States
citizen, is at the office of Morgens Waterfall at 10 East 50th Street, New
York, New York 10022. Morgens Waterfall has no other officers or directors.
During the past five years, none of the persons described in this Item
2 have been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors). During the last five years, none of such persons
has been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to
a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws, or finding any violations with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Under a plan of reorganization of the Issuer pursuant to Chapter 11 of
the Bankruptcy Code (the "Plan"), which became effective at 11:59 p.m.,
Pacific Time, on February 28, 1997 (the "Effective Date"), MWIP, Restart,
Restart II, Restart III, Restart IV, Restart V, the Common Fund, MWV Plan,
Betje and Phoenix, as creditors of the Issuer and as subscribers under the
Issuer's Subscription Rights Agreement dated October 10, 1996 ("Rights
Agreement"), which was called for by the Plan, became entitled to receive as
of the Effective Date shares of Common Stock.
Of the shares of Common Stock acquired by each of the Reporting Persons
named above under the Plan, the following is the amount of Common Stock which
each of them purchased under the Rights Agreement and the price paid for such
Common Stock. The source of funds used for each purchase was the working
capital of the respective Reporting Person.
Page 25 of 112 Pages
<PAGE>
Shares of Common Stock
Purchased Under the
Reporting Person Rights Agreement Purchase Price
MWIP 27,868 $ 139,340
Restart 174,173 870,865
Restart II 247,825 1,239,125
Restart III 172,183 860,915
Restart IV 108,486 542,430
Restart V 28,863 144,315
Common Fund 49,764 248,820
MWV Plan 8,958 44,790
Betje 45,783 228,915
Phoenix 131,377 656,885
Total 995,280 $4,976,400
The other shares of Common Stock acquired by the Reporting Persons
listed above were issued under the Plan (i) in partial satisfaction of the
Reporting Persons' respective allowed claims relating to the Issuer's 12.5%
First Mortgage Notes due 2000 issued in October 1993 and (ii) as a premium for
the Reporting Persons' purchase of Common Stock under the Rights Agreement
which was not subscribed for by other persons entitled to participate under
the Rights Agreement.
ITEM 4. PURPOSE OF TRANSACTION.
MWIP, Restart, Restart II, Restart III, Restart IV, Restart V, the
Common Fund, MWV Plan, Betje and Phoenix acquired the Common Stock pursuant to
the Plan as an investment. The Reporting Persons have no present plans or
proposals that relate to or would result in any of the actions enumerated in
Item 4 of Schedule 13D except as reported in Item 6 of this Amendment and in
Exhibit 2 attached to this Amendment, and subject to the following:
(i) If the transactions contemplated by the Letter (as discussed
in Item 6 below and as set forth in Exhibit 2 to this Amendment) do not occur,
the Reporting Persons may consider or pursue other plans or proposals to sell
their ownership interests in the Issuer.
(ii) The Reporting Persons reserve the right to buy additional
securities of the Issuer or sell securities of the Issuer from time to time.
(iii) The Reporting Persons are aware of the following: (1) trading
in the Common Stock has been halted by the American Stock Exchange ("Amex")
and the Pacific Stock Exchange (the "PSE"); (2) Amex has notified the Issuer
that it filed an application with the Commission to strike the Common Stock
from listing and registration on Amex effective as of April 2, 1997; (3) in
its notifications to the Issuer and application to the Commission, Amex stated
that the Issuer has fallen below Amex's continued listing guidelines; (4) the
PSE has notified the issuer that it is considering whether to file an
application with the Commission to strike the Common Stock from listing and
registration on the PSE; and (5) the PSE has given the Issuer until April 25,
1997 to submit information to enable the PSE to review this subject. The
Reporting persons have no plans to cause the Issuer to take any actions
necessary to maintain the listing of the Common Stock on Amex or the PSE.
Page 26 of 112 Pages
<PAGE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO THE SECURITIES OF THE ISSUER.
None of the persons identified in Item 2 above is a party to any
contract, arrangement, understanding or relationship with respect to any
securities of the Issuer, except (a) to the extent described in Item 2 of this
Amendment and Item 5 of the Statement; (b) to the extent described in the next
paragraph of this Item 6 and as set forth in Exhibit 2 to this Amendment; and
(c) the Common Stock Registration Rights Agreement attached as Exhibit B to
the Statement ("Registration Rights Agreement"), which was provided for under
the Plan. The Registration Rights Agreement, under certain circumstances and
conditions specified therein, entitles certain Reporting Persons to have their
shares of Common Stock registered with the Commission under the Securities Act
of 1933, as amended.
On April 1, 1997, Waterfall, on behalf of Morgens Waterfall and the
Reporting Persons named in Item 2 above who own Common Stock, issued a letter
and accompanying attachments (collectively, the "Letter") stating, among other
things, that subject to the terms and conditions set forth in the Letter, such
Reporting Persons are willing to offer to Allen Paulson or to an entity he
controls an option to purchase the Reporting Persons' respective ownership
interests in the Issuer and in Riviera Holdings Corporation, a Nevada
corporation. A copy of the Letter is attached as Exhibit 2 to this Amendment
and is incorporated by reference into this Item 6.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT 1 Joint Acquisition Statement among the Reporting Persons dated April
10, 1997, filed pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act
of 1934, as amended.
EXHIBIT 2 Letter dated April 1, 1997 and attachments thereto issued by
Waterfall, on behalf of Morgens Waterfall and the Reporting Persons who own
Common Stock, to Jefferies & Company, Inc.
EXHIBIT 3 Certifications issued by Morgens and Waterfall to the Nevada State
Gaming Control Board and the Nevada Gaming Commission and agreements entered
into by Reporting persons concerning, among other things, the exercise by
Waterfall of voting and investment power with respect to Common Stock owned by
the Reporting Persons.
EXHIBIT 4 INCORPORATED BY REFERENCE: Power of Attorney, dated December 15,
1993, granted to Morgens and Waterfall by the following parties: Waterfall;
Phoenix; MWIP; Betje; Phaeton International N.V.; Morgens, Waterfall,
Vintiadis Investments N.V.; the Common Fund; Morgens Waterfall; Restart;
Restart II; Restart III; Restart IV; Morgens Waterfall, Vintiadis & Co., Inc.
Employees' Profit Sharing Plan; and Morgens, for the specific purpose of
executing on their behalf any Schedule 13Ds and amendments thereto for filing
with the Commission pursuant to the requirements of Rule 13d-1(f)
(incorporated by reference to Exhibit A of Amendment No. 2 to Schedule 13D
filed on December 22, 1993 by Phoenix; Betje; Phaeton International N.V.;
Morgens, Waterfall, Vintiadis Investments N.V.; Morgens Waterfall; Morgens;
and Waterfall with respect to the common stock, par value $.01 per share, of
Sudbury, Inc.).
Page 27 of 112 Pages
<PAGE>
EXHIBIT 5 INCORPORATED BY REFERENCE: Power of Attorney, dated September 18,
1996, granted to Morgens and Waterfall by Restart V for the specific purpose
of executing on its behalf any Schedule 13Ds and amendments thereto for filing
with the Commission pursuant to the requirements of Rule 13d-1(f).
EXHIBIT 6 Power of Attorney, dated April 10, 1997, granted to Morgens and
Waterfall by MWV Plan; MW Capital; Prime; Prime II; Prime III; Prime IV; Prime
V; Prime, Inc.; and MW Management for the specific purpose of executing on
their behalf any Schedule 13Ds and amendments thereto for filing with the
Commission pursuant to the requirements of Rule 13d-1(f).
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of each
of the Reporting Persons, each such person or entity certifies that the
information set forth in this statement is true, complete and correct and
agrees that this statement is filed on behalf of each of them.
The Reporting Persons listed herein
s/ Bruce Waterfall
Dated: April 10, 1997 By: ___________________________________
John C. "Bruce" Waterfall, on his
own behalf and as attorney-in-fact
for each of the other Reporting
Persons
Page 28 of 112 Pages
EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(f)(1)
The undersigned acknowledge and agree that the foregoing Amendment No. 1 to
the statement on Schedule 13D is filed on behalf of each of the undersigned
and that all subsequent amendments to the statement on Schedule 13D shall be
filed on behalf of each of the undersigned without the necessity of filing
additional joint acquisition statements. The undersigned acknowledge that
each shall be responsible for the timely filing of such amendments, and for
the completeness and accuracy of the information concerning it contained
therein, but shall not be responsible for the completeness and accuracy of the
information concerning the others, except to the extent that it knows or has
reason to believe that such information is inaccurate.
The Reporting Persons listed herein
Dated: April 10, 1997 By: /s/ Bruce Waterfall
___________________________________
John C. "Bruce" Waterfall, on his
own and as attorney-in-fact for
each of the other Reporting Persons
Page 29 of 112 Pages
EXHIBIT 2
MORGENS, WATERFALL, VINTIADIS & COMPANY, INC.
April 1, 1997
Jefferies & Company, Inc.
11100 Santa Monica Boulevard
10th Floor
Los Angeles, CA 90025
Attention: Brent Stevens
Dear Sirs:
This letter will confirm that certain investment advisory accounts
managed by Morgens, Waterfall, Vintiadis & Co., are willing to offer an option
to purchase the shares of Riviera Holding[s] Corporation owned by them to an
entity to be formed by Allen Paulson on substantially the terms attached
hereto. This offer shall be subject to the negotiation, preparation, mutual
execution and delivery of a definitive option agreement satisfactory to us.
The attached term sheet is not intended and should not be construed to
constitute a complete statement of, or as a legal[,] binding or enforceable
contract, agreement or commitment on the part of the undersigned.
Sincerely,
s/Bruce Waterfall
Page 30 of 112 Pages
<PAGE>
TERM SHEET (FOR DISCUSSION PURPOSES ONLY - APRIL 1, 1997)
A. Parties:
NewCo, an entity controlled by Mr. Allen Paulson (collectively, "Purchaser");
certain advisory clients of Morgens, Waterfall, Vintiadis & Company, Inc.
(collectively, "Morgens Waterfall"); Stein Roe & Farnham, Incorporated as
advisor ("Stein Roe"); and Sun Life Insurance Company ("Sun Life" and,
together with Morgens Waterfall and Stein Roe, "Seller").
B. Stock to be Acquired:
Acquisition by Purchaser of all 1,272,560 [Riviera Holdings Corporation,
hereinafter "R. Corp"] shares held by Morgens Waterfall representing
approximately 24% of R. Corp. calculated on a fully diluted basis, all 857,160
R. Corp. shares held by Stein Roe representing approximately 17% of R. Corp.
calculated on a fully diluted basis, and all 761,920 R. Corp. shares held by
Sun Life representing approximately 15% of R. Corp. calculated on a fully
diluted basis (collectively, the "Shares").
C. Purchase Price:
Cash purchase price (the "Purchase Price") equal to $15 per share (less all
dividends other than stock dividends and subject to adjustment for other
distributions, stock splits, stock dividends, share issuances below the
Purchase Price on a per share basis or repurchases and certain other changes
to capitalization, in each case mutually agreeable to the parties). The
Purchase Price shall be allocated as follows: (i) in the case of Morgens
Waterfall, $19,088,400; (ii) in the case of Stein Roe, $12,857,400; and (iii)
in the case of Sun Life, $11,428,800.
D. Option Price/Period:
Subject to approval by the Board of Directors of R. Corp., Purchaser and
Seller shall, on or before April 30, 1997, enter into an option agreement (the
"Option Agreement") granting Purchaser or its nominee the option to purchase
all of the Shares (the "Option"). Purchaser shall post a clean, irrevocable
letter of credit issued by an issuer acceptable to Seller upon terms and
conditions acceptable to Seller and payable upon presentation of a sight draft
by Seller ("L/C"), on the date of Purchaser's execution and delivery of the
Option Agreement to Seller (the "Commencement Date"), calculated at 20% of the
Purchase Price. The L/C shall be allocated as follows: (i) in the case of
Morgens Waterfall, $3,817,680; (ii) in the case of Stein Roe, $2,571,480; and
(iii) in the case of Sun Life, $2,285,760. The L/C shall be unconditionally
payable upon expiration of the Option except if Refund Events (as defined
below) occur. "Refund Events" mean (i) Purchaser's inability to acquire, on
terms set forth in the Option Agreement, options to acquire that number of
shares which, when exercised and combined with the number of R. Corp. shares
Page 31 of 112 Pages
<PAGE>
currently owned by Purchaser or its affiliates, will equal at least 60% of the
issued and outstanding shares of R. Corp. or (ii) breach by the Seller of any
covenant contemplated hereby. The Option shall be exercisable in whole, but
not in part until the earlier of (x) April 1, 1998 or (y) eight weeks from the
date on which all necessary regulatory approvals, including licensing or
finding of suitability of Purchaser by the Nevada Gaming Commission, approval
of changes of control of R. Corp. by the Nevada Gaming Commission, Hart-Scott-
Rodino approvals, and any necessary third party consents (collectively, the
"Approvals"), have been obtained without any burdensome conditions or effect.
The option will not be exercisable, if in so doing such exercise would be a
violation of applicable law. The Option shall be exercisable thereafter until
the earlier of (x) April 1, 1998 or (y) eight weeks from the date that all
Approvals have been obtained. During the period from the Commencement Date
until the closing of the transactions contemplated hereby (the "Closing") or
the expiration of the Option, Purchaser shall make to Seller monthly non-
refundable payments of interest at the rate of 10% per annum on the Purchase
Price. The Closing shall take place on the earlier of (1) April 1, 1998 or
(2) eight weeks from the date on which all Approvals have been obtained.
E. Exclusivity:
From the Commencement Date until the Closing or expiration of the Option,
neither Seller nor any of its respective affiliates or representatives shall
solicit, initiate, encourage or participate in discussions concerning any
proposal or offer from any person or entity relating to any acquisition or
purchase of all or a material amount of the assets of, or any equity interest
in, R. Corp., or any merger, consolidation or business combination with R.
Corp. R. Corp. shall not be deemed an affiliate or representative of Seller
for purposes of the foregoing restriction. Seller shall enter into customary
voting agreements.
F. Publicity:
No party hereto shall make any public announcement with respect to the subject
matter hereof without the consent of the other parties hereto except to the
extent such public announcement may be required by applicable law.
G. Fees and Expenses:
All reasonable out of pocket fees and expenses including, without limitation,
commissions, legal fees and expenses arising in connection with the
transaction contemplated hereby shall be paid by Purchaser promptly upon
receipt of reasonably detailed statements therefor.
Page 32 of 112 Pages
<PAGE>
TERM SHEET (FOR DISCUSSION PURPOSES ONLY - APRIL 1, 1997)
A. Parties:
NewCo, an entity controlled by Mr. Allen Paulson (collectively "Purchaser"),
and certain advisory clients of Morgens, Waterfall, Vintiadis & Company, Inc.
(collectively "Seller").
B. Basic Structure:
Acquisition of all 4,646,440 of the [Elsinore Corporation, hereinafter, "E.
Corp."] Shares held by Seller representing 94.3% of the currently issued and
outstanding common stock of E. Corp. (the "Shares").
C. Purchase Price:
Cash purchase price (the "Purchase Price") equal to $3.10 per share (less all
dividends other than stock dividends and subject to adjustment for other
distributions, stock splits, stock dividends, share issuances below the
Purchase Price on a per share basis or repurchases and certain other changes
to capitalization, in each case mutually agreeable to the parties). - See
Schedule A.
D. Option Price/Period:
Subject to approval by the Board of Directors of E. Corp. (to the extent
required by applicable law), Purchaser and Seller shall, on or before April
30, 1997, enter into an option agreement (the "Option Agreement") granting
Purchaser or its nominee the option to purchase all of the Shares (the
"Option"). Purchaser shall post a clean, irrevocable letter of credit issued
by an issuer acceptable to Seller upon terms and conditions acceptable to
Seller and payable upon presentation of a sight draft by Seller ("L/C"), on
the date of Purchaser's execution and delivery of the Option Agreement to
Seller (the "Commencement Date"), calculated at 20% of the Remaining Equity
Value (as defined in Schedule A). The L/C shall be unconditionally payable
upon expiration of the Option except if Refund Events (as defined below)
occur. "Refund Events" mean (i) Purchaser's inability to acquire, on terms
set forth in the Option Agreement, options to acquire that number of shares
which, when exercised and combined with the number of R. Corp. shares
currently owned by Purchaser or its affiliates, will equal at least 60% of the
issued and outstanding shares of R. Corp. or (ii) breach by the Seller of any
covenant contemplated hereby. The Option shall be exercisable until the
earlier of (x) April 1, 1998 or (y) eight weeks from the date on which all
necessary regulatory approvals, including licensing or finding of suitability
of Purchaser by the Nevada Gaming Commission, approval of changes of control
of E. Corp. by the Nevada Gaming Commission, Hart-Scott-Rodino approvals, and
any necessary third party consents (collectively, the "Approvals"), have been
obtained without any burdensome conditions or effect. The Option will not be
exercisable, if in so doing such exercise would be a violation of applicable
law. The Option shall be exercisable thereafter until the earlier of (x)
April 1, 1998 or (y) eight weeks from the date that all Approvals have been
obtained.
Page 33 of 112 Pages
<PAGE>
TERM SHEET (FOR DISCUSSION PURPOSES ONLY - APRIL 1, 1997)
During the period from the Commencement Date until the closing of the
transactions contemplated hereby (the "Closing") or the expiration of the
Option, Purchaser shall make to Seller monthly non-refundable payments of
interest at the rate of 10% per annum on the Remaining Equity Value. The
Closing shall take place on the earlier of (1) April 1, 1998 or (2) eight
weeks from the date on which all Approvals have been obtained.
E. Undertaking as to
Certain Future Events:
Subject to agreed upon exceptions, Purchaser shall provide an undertaking that
if, within a time period to be agreed upon not exceeding two years following
the Closing, (i) E. Corp. is a party to a merger, consolidation or other
business combination (each, a "Transaction") with Purchaser or an affiliate of
Purchaser, or (ii) Purchaser or an affiliate of Purchaser makes an offer
("Offer") to purchase any of the outstanding shares of E. Corp. common stock
held by persons who are not affiliated with Purchaser (the "Remaining Stock"),
the per share consideration paid to the holders of the Remaining Stock in the
Transaction or the per share price of the Offer, as the case may be, shall not
be less than the per share Purchase Price.
F. Exclusivity:
Neither Seller nor any of its respective affiliates or representatives shall
solicit, initiate, encourage or participate in discussions concerning any
proposal or offer from any person or entity relating to any acquisition or
purchase of all or a material amount of the assets of, or any equity interest
in, E. Corp. or any merger, consolidation or business combination with E.
Corp. E. Corp. shall not be deemed an affiliate or representative of Seller
for purposes of the foregoing restriction. Purchaser and Seller shall enter
into customary voting agreements and a mutually agreed upon lock-up.
G. Publicity:
Neither party shall make any public announcement with respect to the subject
matter hereof without the consent of the other party hereto except to the
extent such public announcement may be required by applicable law.
H. Fees and Expenses:
All reasonable out of pocket fees and expenses including, without limitation,
commissions, legal fees and expenses arising in connection with the
transaction contemplated hereby shall be paid by Purchaser promptly upon
receipt of reasonably detailed statements therefor.
Page 34 of 112 Pages
<PAGE>
TERM SHEET (FOR DISCUSSION PURPOSES ONLY - APRIL 1, 1997)
Schedule A
----------
E. Corp. Adjusted Enterprise Value. . . . . $ 55.30
Total Debt as of Confirmation Date(1). . . 38.00
Implied Equity Value(1). . . . . . . . . 17.30
Less: Option Value. . . . . . . . . . . . 2.00
----------
Remaining Equity Value. . . . . . . . . . . $ 15.30
----------
Shares Outstanding. . . . . . . . . . . . . 4,929,313
Price Per Share(1). . . . . . . . . . . . . $ 3.10
Option Value Calculation:
Equity Value. . . . . . . . . . . . . . . 17.30
Strike price. . . . . . . . . . . . . . . 5.00 (Per option agree-
---------- ment, strike price
is
equal to the greater
Gross Option Value. . . . . . . . . . . . 12.30 of Book Value per
share or $5.00[])
Percentage. . . . . . . . . . . . . . . . 16.7%
Value to R. Corp. . . . . . . . . . . . . $ 2.00
_________________________
(1) Subject to adjustment based on actual total debt outstanding at April 1,
1997 and settlement of option interpretation.
Page 35 of 112 Pages
EXHIBIT 3
Exhibit 3-1. Agreement Of Phoenix Partners, L.P. to Limit All Decision-Making
for Elsinore Corporation and The Four Queens, Inc. solely to John C. "Bruce"
Waterfall
Exhibit 3-2. Agreement of MW Management, L.L.C., to Limit All Decision-Making
for Elsinore Corporation and The Four Queens, Inc., solely to John C. "Bruce"
Waterfall
Exhibit 3-3. Agreement of Betje Partners, L.P., to Limit All Decision-Making
for Elsinore Corporation and The Four Queens, Inc., solely to John C. "Bruce"
Waterfall
Exhibit 3-4. Amendment to The Investment Advisory Agreement Dated January 1,
1988, to Limit Decision-Making for Elsinore Corporation and The Four Queens,
Inc., solely to John C. "Bruce" Waterfall
Exhibit 3-5. Resolution By Unanimous Written Consent Of The Board Of
Directors of Morgens, Waterfall, Vintiadis & Company, Inc., to Limit Decision-
Making for Elsinore Corporation and The Four Queens, Inc., solely to John C.
"Bruce" Waterfall
Exhibit 3-6. Agreement of Morgens Waterfall Income Partners to Limit All
Decision-Making for Elsinore Corporation and The Four Queens, Inc. solely to
John C. "Bruce" Waterfall
Exhibit 3-7. Agreement of MW Capital, L.L.C., to Limit All Decision-Making
for Elsinore Corporation and The Four Queens, Inc., solely to John C. "Bruce"
Waterfall
Exhibit 3-8. Agreement of Restart Partners, L.P. to Limit All Decision-Making
for Elsinore Corporation and The Four Queens, Inc. solely to John C. "Bruce"
Waterfall
Exhibit 3-9. Agreement of Prime Group, L.P. to Limit All Decision-Making for
Elsinore Corporation and The Four Queens, Inc. solely to John C. "Bruce"
Waterfall
Exhibit 3-10. Resolution By Unanimous Written Consent Of The Board Of
Directors Of Prime, Inc., to Limit Decision-Making for Elsinore Corporation
and The Four Queens, Inc., solely to John C. "Bruce" Waterfall
Exhibit 3-11. Resolution By Unanimous Written Consent Of The Board Of
Directors Of Morgens, Waterfall, Vintiadis & Company, Inc., to Limit Decision-
Making For Elsinore Corporation and The Four Queens, Inc., solely to John C.
"Bruce" Waterfall
Page 36 of 112 Pages
<PAGE>
Exhibit 3-12. Agreement Of Restart Partners II, L.P. To Limit All Decision-
Making for Elsinore Corporation and The Four Queens, Inc. solely to John C.
"Bruce" Waterfall
Exhibit 3-13. Agreement Of Prime Group II, L.P. to Limit All Decision-Making
for Elsinore Corporation and The Four Queens, Inc. solely to John C. "Bruce"
Waterfall
Exhibit 3-14. Resolution By Unanimous Written Consent Of The Board Of
Directors Of Prime, Inc., to Limit Decision-Making for Elsinore Corporation
and The Four Queens, Inc., solely to John C. "Bruce" Waterfall
Exhibit 3-15. Resolution By Unanimous Written Consent Of The Board Of
Directors Of Morgens, Waterfall, Vintiadis & Company, Inc., to Limit Decision-
Making For Elsinore Corporation and The Four Queens, Inc., solely to John C.
"Bruce" Waterfall
Exhibit 3-16. Agreement Of Restart Partners III, L.P. to Limit All Decision-
Making for Elsinore Corporation and The Four Queens, Inc. solely to John C.
"Bruce" Waterfall
Exhibit 3-17. Agreement Of Prime Group III L.P. to Limit All Decision-Making
for Elsinore Corporation and The Four Queens, Inc. solely to John C. "Bruce"
Waterfall
Exhibit 3-18. Resolution By Unanimous Written Consent Of The Board Of
Directors Of Prime, Inc., to Limit Decision-Making for Elsinore Corporation
and The Four Queens, Inc., solely to John C. "Bruce" Waterfall
Exhibit 3-19. Resolution By Unanimous Written Consent Of The Board Of
Directors Of Morgens, Waterfall, Vintiadis & Company, Inc., to Limit Decision-
Making for Elsinore Corporation and The Four Queens, Inc., solely to John C.
"Bruce" Waterfall
Exhibit 3-20. Agreement Of Restart Partners IV, L.P. to Limit All Decision-
Making for Elsinore Corporation and The Four Queens, Inc. solely to John C.
"Bruce" Waterfall
Exhibit 3-21. Agreement Of Prime Group IV, L.P. to Limit All Decision-Making
for Elsinore Corporation and The Four Queens, Inc. solely to John C. "Bruce"
Waterfall
Exhibit 3-22. Resolution By Unanimous Written Consent Of The Board Of
Directors Of Prime, Inc., to Limit Decision-Making for Elsinore Corporation
and The Four Queens, Inc., solely to John C. "Bruce" Waterfall
Exhibit 3-23. Resolution By Unanimous Written Consent Of The Board Of
Directors Of Morgens, Waterfall, Vintiadis & Company, Inc., to Limit Decision-
Making for Elsinore Corporation and The Four Queens, Inc., solely to John C.
"Bruce" Waterfall
Page 37 of 112 Pages
<PAGE>
Exhibit 3-24. Agreement Of Restart Partners V, L.P. to Limit All Decision-
Making for Elsinore Corporation and The Four Queens, Inc. solely to John C.
"Bruce" Waterfall
Exhibit 3-25. Agreement Of Prime Group V, L.P. to Limit All Decision-Making
for Elsinore Corporation and The Four Queens, Inc. solely to John C. "Bruce"
Waterfall
Exhibit 3-26. Resolution By Unanimous Written Consent Of The Board Of
Directors Of Prime, Inc., to Limit Decision-Making for Elsinore Corporation
and The Four Queens, Inc., solely to John C. "Bruce" Waterfall
Exhibit 3-27. Resolution By Unanimous Written Consent Of The Board Of
Directors Of Morgens, Waterfall, Vintiadis & Company, Inc., to Limit Decision-
Making for Elsinore Corporation and The Four Queens, Inc., solely to John C.
"Bruce" Waterfall
Exhibit 3-28. Investment Management Agreement Between The Common Fund and
Morgens, Waterfall, Vintiadis & Company, Inc.
Exhibit 3-29. Amendment to The Investment Management Agreement Dated December
1, 1991, to Limit Decision-Making for Elsinore Corporation and The Four
Queens, Inc., solely to John C. "Bruce" Waterfall
Exhibit 3-30. Resolution By Unanimous Written Consent Of The Board Of
Directors Of Morgens, Waterfall, Vintiadis & Company Inc., to Limit Decision-
Making for Elsinore Corporation and The Four Queens, Inc., solely to John C.
"Bruce" Waterfall
Exhibit 3-31. Agreement Of MWV Employee Retirement Plan Group Trust to Limit
All Decision-Making for Elsinore Corporation and The Four Queens Inc. solely
to John C. "Bruce" Waterfall
Exhibit 3-32. Certificate of Edwin H. Morgens
Page 38 of 112 Pages
<PAGE>
EXHIBIT 3-1
AGREEMENT OF PHOENIX PARTNERS, L.P.
TO LIMIT ALL DECISION-MAKING
FOR ELSINORE CORPORATION AND THE FOUR QUEENS, INC.
SOLELY TO JOHN C. "BRUCE" WATERFALL
WHEREAS, as part of a plan of bankruptcy reorganization, PHOENIX
PARTNERS, L.P., a New York Limited Partnership ("Phoenix"), may acquire an
ownership interest in Elsinore Corporation ("Elsinore") or the Four Queens,
Inc. ("FQI");
WHEREAS, the management of Phoenix pursuant to Section 4.01 of the
Phoenix Partnership Agreement is vested exclusively with MW MANAGEMENT,
L.L.C., a Delaware Limited Liability Company ("MWM, L.L.C."), as its General
Partner;
WHEREAS, the power to make investment decisions with regard to the
assets and liabilities of MWM, L.L.C., and to make decisions with regard to
the management of MWM, L.L.C., pursuant to Section 2.01 of the LIMITED
LIABILITY COMPANY AGREEMENT OF MW MANAGEMENT, L.L.C., is vested exclusively in
its Managing Members, Edwin Morgens and John C. "Bruce" Waterfall;
WHEREAS, John C. "Bruce" Waterfall has agreed to perform all Decision-
Making (as defined herein) for Elsinore and FQI on behalf of Phoenix;
WHEREAS, Phoenix has agreed to limit all Decision-Making (as defined
herein) for Elsinore and FQI solely to Bruce Waterfall;
NOW, WHEREFORE, in consideration for the receipt of a gaming license for
Elsinore and FQI from the Nevada Gaming Control Board (the "Board") and the
Nevada Gaming Commission (the "Commission"), and other good and valuable
consideration, Phoenix agrees as follows:
1. That with respect to any investment interests ("Interest") of
Phoenix, that John C. "Bruce" Waterfall shall be the only officer, director,
trustee or partner to be actively and directly engaged in the administration
or supervision of, or have any significant involvement with the activities of
Elsinore or its gaming subsidiary, FQI, or any subsidiary or intermediary
company of Elsinore.
2. That any decisions or actions by Phoenix involving Elsinore shall be
made solely by John C. "Bruce" Waterfall, including but not limited to, the
following types of decisions and actions:
a. Exercising any and all voting rights for Elsinore and FQI
securities;
b. Serving as a member of the Elsinore or FQI Board of Directors;
c. Serving as an officer of Elsinore and FQI;
Page 39 of 112 Pages
<PAGE>
d. Nominating members of the Board of Directors for Elsinore and
FQI;
e. Making financial inquiries regarding Elsinore, FQI and
affiliated companies;
f. Making operational inquiries related to Elsinore, FQI and
affiliated companies;
g. Providing guidance with respect to policy, financial, and
operational decisions, with respect to Elsinore, FQI, and any other subsidiary
or affiliated company of Elsinore as well as any potential investment
opportunity for Elsinore or its subsidiaries or affiliates;
h. Providing guidance with respect to personnel decisions with
respect to Elsinore, FQI and any subsidiary or affiliated company of Elsinore;
i. Any decision to liquidate any Interest of Phoenix involving
Elsinore and FQI;
j. Causing, directly or indirectly, any change in the corporate
charter, by-laws, management, policies or operations of Elsinore and FQI.
(Sections 1 and 2 herein are collectively referred to as "Decision-Making").
3. That should John C. "Bruce" Waterfall become incapacitated or should
John C. "Bruce" Waterfall resign his position with Phoenix, or sell his
interest therein, he shall immediately notify the Board and the Commission,
and cause his successor to file appropriate Nevada gaming applications with
the Board and the Commission.
4. This Agreement may be executed by facsimile and in one or more
counterparts, each of which shall have the full force and effect of an
original and which taken together shall constitute one agreement.
EFFECTIVE this 28th day of February, 1997.
PHOENIX PARTNERS, L.P.,
a New York Limited Partnership
By: MW MANAGEMENT, L.L.C.
a Delaware Limited Liability
Company, and General Partner of
PHOENIX PARTNERS, L.P.
/s/ Edwin Morgens
_________________________________
By: Edwin Morgens
Its: Managing Member
/s/ John C. "Bruce" Waterfall
_________________________________
By: John C. "Bruce" Waterfall
Its: Managing Member
Page 40 of 112 Pages
<PAGE>
EXHIBIT 3-2
AGREEMENT OF MW MANAGEMENT, L.L.C.,
TO LIMIT ALL DECISION-MAKING FOR ELSINORE CORPORATION AND THE
FOUR QUEENS, INC.,
SOLELY TO JOHN C. "BRUCE" WATERFALL
WHEREAS, as part of a plan of bankruptcy reorganization, PHOENIX
PARTNERS, L.P., a New York Limited Partnership ("Phoenix"), may acquire an
ownership interest in Elsinore Corporation ("Elsinore") or the Four Queens,
Inc. ("FQI");
WHEREAS, the management of Phoenix pursuant to Section 4.01 of the
Phoenix Partnership Agreement is vested exclusively with MW MANAGEMENT,
L.L.C., a Delaware Limited Liability Company ("MWM, L.L.C."), as its General
Partner;
WHEREAS, the power to make investment decisions with regard to the
assets and liabilities of MWM, L.L.C., and to make decisions with regard to
the management of MWM, L.L.C. pursuant to Section 2.01 of the LIMITED
LIABILITY COMPANY AGREEMENT OF MW MANAGEMENT, L.L.C., is vested exclusively in
its Managing Members, Edwin Morgens and John C. "Bruce" Waterfall;
WHEREAS, John C. "Bruce" Waterfall has agreed to perform all Decision-
Making (as defined herein) for Elsinore and FQI on behalf of MWM, L.L.C.;
WHEREAS, MWM, L.L.C., has agreed to limit all Decision-Making (as defined
herein) for Elsinore and FQI solely to Bruce Waterfall;
NOW WHEREFORE, in consideration for a receipt of a gaming license for
Elsinore and FQI from the Nevada Gaming Control Board (the "Board") and the
Nevada Gaming Commission (the "Commission"), and other good and valuable
consideration, MWM, L.L.C., agrees as follows:
1. That with respect to any investment interests ("Interest") of MWM,
L.L.C., that John C. "Bruce" Waterfall shall be the only officer, director,
trustee or partner to be actively and directly engaged in the administration
or supervision of, or have any significant involvement with the activities of
Elsinore or its gaming subsidiary, FQI, or any subsidiary or intermediary
company of Elsinore.
2. That any decisions or actions by MWM, L.L.C., involving Elsinore,
shall be made solely by John C. "Bruce" Waterfall, including but not limited
to, the following types of decisions and actions:
a. Exercising any and all voting rights for Elsinore and FQI
securities;
b. Serving as a member of the Elsinore or FQI Board of Directors;
c. Serving as an officer of Elsinore and FQI;
d. Nominating members of the Board of Directors for Elsinore and
FQI;
Page 41 of 112 Pages
<PAGE>
e. Making financial inquiries regarding Elsinore, FQI and
affiliated companies;
f. Making operational inquiries related to Elsinore, FQI and
affiliated companies;
g. Providing guidance with respect to policy, financial, and
operational decisions, with respect to Elsinore, FQI, and any other subsidiary
or affiliated company of Elsinore as well as any potential investment
opportunity for Elsinore or its subsidiaries or affiliates;
h. Providing guidance with respect to personnel decisions with
respect to Elsinore, FQI and any subsidiary or affiliated company of Elsinore;
i. Any decision to liquidate any Interest of MWM, L.L.C. involving
Elsinore and FQI.
j. Causing, directly or indirectly, any change in the corporate
charter, by-laws, management, policies or operations of Elsinore and FQI.
(Sections 1 and 2 herein are collectively referred to as "Decision-Making").
3. That should John C. "Bruce" Waterfall become incapacitated or should
John C. "Bruce" Waterfall resign his position with MWM, L.L.C., or sell his
interest therein, he shall immediately notify the Board and the Commission,
and cause his successor to file appropriate Nevada gaming applications with
the Board and the Commission.
4. This Agreement may be executed by facsimile and in one or more
counterparts, each of which shall have the full force and effect of an
original and which taken together shall constitute one agreement.
EFFECTIVE this 28th day of February, 1997.
MW MANAGEMENT, L.L.C.,
a Delaware Limited Liability Company
/s/ Edwin Morgens
_________________________________
By: Edwin Morgens
Its: Managing Member
/s/ John C. "Bruce" Waterfall
_________________________________
By: John C. "Bruce" Waterfall
Its: Managing Member
Page 42 of 112 Pages
<PAGE>
EXHIBIT 3-3
AGREEMENT OF BETJE PARTNERS
TO LIMIT ALL DECISION-MAKING FOR
ELSINORE CORPORATION AND THE FOUR QUEENS, INC.,
SOLELY TO JOHN C. "BRUCE" WATERFALL
WHEREAS, a part of a plan of bankruptcy reorganization, Betje Partners,
a New York Limited Partnership ("Betje"), may acquire an ownership interest in
Elsinore Corporation ("Elsinore") or the Four Queens, Inc. ("FQI");
WHEREAS, pursuant to an Investment Advisory Agreement dated January 1,
1988, the General Partner of Betje, Zanvyl Krieger, has granted full power and
authority to make investment decisions and to enter into, make and perform all
contracts and other undertakings to carry out such investment objectives on
behalf of Betje to Morgens, Waterfall, Vintiadis & Company, Inc. ("MWV,
Inc.");
WHEREAS, John C. "Bruce" Waterfall has agreed to perform all Decision-
Making (as defined herein) for Elsinore and FQI on behalf of Betje;
WHEREAS, Betje has agreed to limit all Decision-Making (as defined herein) for
Elsinore and FQI solely to John C. "Bruce" Waterfall;
NOW WHEREFORE, in consideration of a receipt of a gaming license for
Elsinore and FQI from the Nevada Gaming Control Board (the "Board") and the
Nevada Gaming Commission (the "Commission"), and other good and valuable
consideration, Betje agrees as follows:
1. That with respect to any investment interests ("Interest") of Betje,
that John C. "Bruce" Waterfall shall be the only officer, director, trustee or
partner to be actively and directly engaged in the administration or
supervision of, or have any significant involvement with the activities of
Elsinore or its gaming subsidiary, FQI, or any subsidiary or intermediary
company of Elsinore.
2. That any decisions or actions by Betje involving Elsinore shall be
made solely by John C. "Bruce" Waterfall, including but not limited to, the
following types of decisions and actions:
a. Exercising any and all voting rights for Elsinore and FQI
securities;
b. Serving as a member of the Elsinore or FQI Board of Directors;
c. Serving as an officer of Elsinore and FQI;
d. Nominating members of the Board of Directors for Elsinore and
FQI;
e. Making financial inquiries regarding Elsinore, FQI and
affiliated companies;
Page 43 of 112 Pages
<PAGE>
f. Making operational inquiries related to Elsinore, FQI and
affiliated companies;
g. Providing guidance with respect to policy, financial, and
operational decisions, with respect to Elsinore, FQI, and any other subsidiary
or affiliated company of Elsinore as well as any potential investment
opportunity for Elsinore or its subsidiaries or affiliates;
h. Providing guidance with respect to personnel decisions with
respect to Elsinore, FQI and any subsidiary or affiliated company of Elsinore;
i. Any decision to liquidate any Interest of Betje involving
Elsinore and FQI.
j. Causing, directly or indirectly, any change in the corporate
charter, by-laws, management, policies or operations of Elsinore and FQI.
(Sections 1 and 2 herein are collectively referred to as "Decision-Making").
3. That should John C. "Bruce" Waterfall become incapacitated or should
John C. "Bruce" Waterfall resign his position with Betje, or sell his interest
therein, he shall immediately notify the Board and the Commission, and cause
his successor to file appropriate Nevada gaming applications with the Board
and the Commission.
4. This Agreement may be executed by facsimile and in one or more
counterparts, each of which shall have the full force and effect of an
original and which taken together shall constitute one agreement.
EFFECTIVE this 28th day of February, 1997.
Betje Partners,
a New York Limited Partnership
/s/ Zanvyl Krieger
_________________________________
By: Zanvyl Krieger,
Its: General Partner
Page 44 of 112 Pages
<PAGE>
EXHIBIT 3-4
AMENDMENT TO THE INVESTMENT
ADVISORY AGREEMENT DATED JANUARY 1, 1988, TO LIMIT DECISION-
MAKING FOR ELSINORE CORPORATION AND THE FOUR QUEENS, INC.,
SOLELY TO JOHN "BRUCE" WATERFALL
WHEREAS, a part of a plan of bankruptcy reorganization, Betje Partners,
a New York Limited Partnership ("Betje"), may acquire an ownership interest in
Elsinore Corporation ("Elsinore") or the Four Queens, Inc. ("FQI");
WHEREAS, pursuant to an Investment Advisory Agreement dated January 1,
1988, the General Partner of Betje, Zanvyl Krieger, has granted full power and
authority to make investment decisions and to enter into, make and perform all
contracts and other undertakings to carry out such investment objectives on
behalf of Betje to Morgens, Waterfall, Vintiadis & Company, Inc. ("MWV,
Inc.");
WHEREAS, John C. "Bruce" Waterfall has agreed to perform all Decision-
Making (as defined herein) for Elsinore and FQI on behalf of MWV, Inc.;
WHEREAS, MWV, Inc., has agreed to limit all Decision-Making (as defined
herein) for Elsinore and FQI solely to John C. "Bruce" Waterfall;
NOW WHEREFORE, in consideration of a receipt of a gaming license for
Elsinore and FQI from the Nevada Gaming Control Board (the "Board") and the
Nevada Gaming Commission (the "Commission"), and other good and valuable
consideration, the undersigned parties to the Investment Advisory Agreement
agrees as follows:
1. That with respect to any investment interests ("Interest") of MWV,
Inc., that John C. "Bruce" Waterfall shall be the only officer, director,
trustee or partner to be actively and directly engaged in the administration
or supervision of, or have any significant involvement with the activities of
Elsinore or its gaming subsidiary, FQI, or any subsidiary or intermediary
company of Elsinore.
2. That any decisions or actions by MWV, Inc., involving Elsinore shall
be made solely by John C. "Bruce" Waterfall, including but not limited to, the
following types of decisions and actions:
a. Exercising any and all voting rights for Elsinore and FQI
securities;
b. Serving as a member of the Elsinore or FQI Board of Directors;
c. Serving as an officer of Elsinore and FQI;
d. Nominating members of the Board of Directors for Elsinore and
FQI;
e. Making financial inquiries regarding Elsinore, FQI and
affiliated companies;
Page 45 of 112 Pages
<PAGE>
f. Making operational inquiries related to Elsinore, FQI and
affiliated companies;
g. Providing guidance with respect to policy, financial, and
operational decisions, with respect to Elsinore, FQI, and any other
subsidiary or affiliated company of Elsinore as well as any potential
investment opportunity for Elsinore or its subsidiaries or affiliates;
h. Providing guidance with respect to personnel decisions with
respect to Elsinore, FQI and any subsidiary or affiliated company of Elsinore;
i. Any decision to liquidate any Interest of MWV, Inc., involving
Elsinore and FQI;
j. Causing, directly or indirectly, any change in the corporate
charter, by-laws, management, policies or operations of Elsinore and FQI.
(Sections 1 and 2 herein are collectively referred to as "Decision-Making").
3. That should John C. "Bruce" Waterfall become incapacitated or should
John C. "Bruce" Waterfall resign his position with MWV, Inc., or sell his
interest therein, he shall immediately notify the Board and the Commission,
and cause his successor to file appropriate Nevada gaming applications with
the Board and the Commission.
4. Other than as provided expressly herein, all other terms and
provisions of the Investment Advisory Agreement dated January 1, 1988, shall
continue in full force and effect.
5. This Amendment may be executed by facsimile and in one or more
counterparts, each of which shall have the full force and effect of an
original and which taken together shall constitute one agreement.
EFFECTIVE this 28th day of February, 1997.
Betje Partners,
a New York Limited Partnership
/s/ Zanvyl Krieger
_________________________________
By: Zanvyl Krieger
Its: General Partner
Morgens, Waterfall, Vintiadis
and Company, Inc.
/s/ Edwin Morgens
_________________________________________
By: Edwin Morgens
Its: Chairman of the Board of Directors
Page 46 of 112 Pages
<PAGE>
EXHIBIT 3-5
RESOLUTION BY UNANIMOUS WRITTEN CONSENT OF THE BOARD OF
DIRECTORS OF MORGENS, WATERFALL, VINTIADIS & COMPANY, INC.,
TO LIMIT GAMING RELATED DECISION-MAKING FOR ELSINORE
CORPORATION AND THE FOUR QUEENS, INC.,
SOLELY TO JOHN C. "BRUCE" WATERFALL
WHEREAS, a part of a plan of bankruptcy reorganization, THE COMMON FUND,
a New York non-profit corporation, acting on behalf of its Bond Fund (the
"Fund"), may acquire an ownership interest in Elsinore Corporation
("Elsinore") or the Four Queens, Inc. ("FQI");
WHEREAS, pursuant to Section 2(a) of the Investment Management Agreement
dated December 1, 1991, the Fund has granted full power and authority to make
all investment decisions with respect to the Invested Assets of the Fund and
to enter into such agreement and make such representations to carry out such
investment objectives on behalf of the Fund to Morgens, Waterfall, Vintiadis &
Company, Inc. ("MWV, Inc.");
WHEREAS, John C. "Bruce" Waterfall has agreed to perform all Decision-
Making (as defined herein) for Elsinore and FQI on behalf of the Fund;
WHEREAS, the Fund, has agreed to limit all Decision-Making (as defined herein)
for Elsinore and FQI solely to John C. "Bruce" Waterfall;
NOW, WHEREFORE, in consideration of a receipt of a gaming license for
Elsinore and FQI from the Nevada Gaming Control Board (the "Board") and the
Nevada Gaming Commission (the "Commission"), and other good and valuable
consideration, the Board of Directors of MWV, Inc., unanimously resolves as
follows:
1. RESOLVED, that with respect to any investment interests ("Interest")
of the Fund, that John C. "Bruce" Waterfall shall be the only officer,
director, trustee or partner to be actively and directly engaged in the
administration or supervision of, or have any significant involvement with the
activities of Elsinore or its gaming subsidiary, FQI, or any subsidiary or
intermediary company of Elsinore.
2. RESOLVED, that any decisions or actions by the Fund involving
Elsinore shall be made solely by John C. "Bruce" Waterfall, including but not
limited to, the following types of decisions and actions:
a. Exercising any and all voting rights for Elsinore and FQI
securities;
b. Serving as a member of the Elsinore or FQI Board of Directors;
c. Serving as an officer of Elsinore and FQI;
d. Nominating members of the Board of Directors for Elsinore and
FQI;
e. Making financial inquiries regarding Elsinore, FQI and
affiliated companies;
Page 47 of 112 Pages
<PAGE>
f. Making operational inquiries related to Elsinore, FQI and
affiliated companies;
g. Providing guidance with respect to policy, financial, and
operational decisions, with respect to Elsinore, FQI, and any other subsidiary
or affiliated company of Elsinore as well as any potential investment
opportunity for Elsinore or its subsidiaries or affiliates;
h. Providing guidance with respect to personnel decisions with
respect to Elsinore, FQI and any subsidiary or affiliated company of Elsinore;
i. Any decision to liquidate any Interest of the Fund involving
Elsinore and FQI;
j. Causing, directly or indirectly, any change in the corporate
charter, by-laws, management, policies or operations of Elsinore and FQI.
(Sections 1 and 2 herein are collectively referred to as "Decision-Making").
3. RESOLVED, that should John C. "Bruce" Waterfall become incapacitated
or should John C. "Bruce" Waterfall resign his position with the Fund, or sell
his interest therein, he shall immediately notify the Board and the
Commission, and cause his successor to file appropriate Nevada gaming
applications with the Board and the Commission.
4. RESOLVED, that Edwin Morgens, Chairman of the Board of Directors, is
hereby authorized to agree to and execute that Amendment to the Investment
Management Agreement dated January 1, 1988 to Limit Decision-Making for
Elsinore Corporation and the Four Queens, Inc., solely to John C. "Bruce"
Waterfall on behalf of the Fund.
5. RESOLVED, this Resolution may be executed by facsimile and in one or
more counterparts, each of which shall have the full force and effect of an
original and which taken together shall constitute one agreement.
6. RESOLVED, the undersigned, being all of the Directors of the Fund,
do hereby unanimously take, and adopt, the above resolution in Sections 1, 2,
3, 4 and 5 in writing, without a meeting.
DATED this 28th day of February, 1997.
/s/ Edwin Morgens
_________________________________
Edwin Morgens, Director
/s/ John C. "Bruce" Waterfall
__________________________________
John C. "Bruce" Waterfall, Director
Page 48 of 112 Pages
<PAGE>
EXHIBIT 3-6
AGREEMENT OF MORGENS WATERFALL INCOME PARTNERS TO LIMIT ALL
DECISION-MAKING FOR ELSINORE CORPORATION
SOLELY TO JOHN C. "BRUCE" WATERFALL
WHEREAS, as part of a plan of bankruptcy reorganization, MORGENS
WATERFALL INCOME PARTNERS, a New York limited partnership ("MWIP"), may
acquire an ownership interest in Elsinore Corporation ("Elsinore") or the Four
Queens, Inc. ("FQI");
WHEREAS, the management of MWIP, pursuant to Section 4.01 of the MORGENS
WATERFALL INCOME PARTNERS LIMITED PARTNERSHIP AGREEMENT, is vested exclusively
in the General Partners. Edwin Morgens and John C. "Bruce" Waterfall are
named as the General Partners of MWIP.
WHEREAS, John C. "Bruce" Waterfall has agreed to perform all Decision-
Making (as defined herein) for Elsinore and FQI on behalf of MWIP;
WHEREAS, MWIP has agreed to limit all Decision-Making (as defined
herein) for Elsinore and FQI solely to John C. "Bruce" Waterfall;
NOW, WHEREFORE, in consideration for the receipt of a gaming license for
Elsinore and FQI from the Nevada Gaming Control Board (the "Board") and the
Nevada Gaming Commission (the "Commission"), and other good and valuable
consideration, MWIP agrees as follows:
1. That with respect to any investment interests ("Interest") of MWIP,
that John C. "Bruce" Waterfall shall be the only officer, director, trustee or
partner to be actively and directly engaged in the administration or
supervision of, or have any significant involvement with the activities of
Elsinore or its gaming subsidiary, FQI, or any subsidiary or intermediary
company of Elsinore.
2. That any decisions or actions by MWIP involving Elsinore shall be
made solely by John C. "Bruce" Waterfall, including but not limited to, the
following types of decisions and actions:
a. Exercising any and all voting rights for Elsinore and FQI
securities;
b. Serving as a member of the Elsinore or FQI Board of Directors;
c. Serving as an officer of Elsinore and FQI;
d. Nominating members of the Board of Directors for Elsinore and
FQI;
e. Making financial inquiries regarding Elsinore, FQI and
affiliated companies;
Page 49 of 112 Pages
<PAGE>
f. Making operational inquiries related to Elsinore, FQI and
affiliated companies;
g. Providing guidance with respect to policy, financial, and
operational decisions, with respect to Elsinore, FQI, and any other subsidiary
or affiliated company of Elsinore as well as any potential investment
opportunity for Elsinore or its subsidiaries or affiliates;
h .Providing guidance with respect to personnel decisions with
respect to Elsinore, FQI and any subsidiary or affiliated company of Elsinore;
i. Any decision to liquidate any Interest of MWIP involving
Elsinore and FQI;
j. Causing, directly or indirectly, any change in the corporate
charter, by-laws, management, policies or operations of Elsinore and FQI.
(Sections 1 and 2 herein are collectively referred to as "Decision-Making").
3. That should John C. "Bruce" Waterfall become incapacitated or should
John C. "Bruce" Waterfall resign his position with MWIP, or sell his interest
therein, he shall immediately notify the Board and the Commission, and cause
his successor to file appropriate Nevada gaming applications with the Board
and the Commission.
4. This Agreement may be executed by facsimile and in one or more
counterparts, each of which shall have the full force and effect of an
original and which taken together shall constitute one agreement.
EFFECTIVE this 28th day of February, 1997.
MORGENS WATERFALL INCOME PARTNERS
/s/ Edwin Morgens
__________________________________
By: Edwin Morgens
Its: General Partner
/s/ John C. "Bruce" Waterfall
__________________________________
By: John C. "Bruce" Waterfall
Its: General Partner
Page 50 of 112 Pages
<PAGE>
EXHIBIT 3-7
AGREEMENT OF MW CAPITAL, L.L.C.
TO LIMIT ALL DECISION-MAKING FOR ELSINORE CORPORATION AND THE
FOUR QUEENS, INC.
SOLELY TO JOHN C. "BRUCE" WATERFALL
WHEREAS, as part of a plan of bankruptcy reorganization, MORGENS
WATERFALL INCOME PARTNERS, L.P., a New York Limited Partnership ("Phoenix"),
may acquire an ownership interest in Elsinore Corporation ("Elsinore") or the
Four Queens, Inc. ("FQI").
WHEREAS, the management of Phoenix pursuant to Section 4.01 of the
MORGENS WATERFALL INCOME PARTNERS SECOND AMENDED AND RESTATED LIMITED
PARTNERSHIP AGREEMENT dated JANUARY 1, 1997 is vested exclusively with MW
CAPITAL, L.L.C., a Delaware Limited Liability Company ("MWC, L.L.C."), as its
General Partner;
WHEREAS, the power to make investment decisions with regard to the
assets and liabilities of MWC, L.L.C., and to make decisions with regard to
the management of MWC, L.L.C. pursuant to Section 2.01 of the LIMITED
LIABILITY COMPANY AGREEMENT OF MW CAPITAL, L.L.C., is vested exclusively in
its Managing Members, Edwin Morgens and John C. "Bruce" Waterfall;
WHEREAS, John C. "Bruce" Waterfall has agreed to perform all
Decision-Making (as defined herein) for Elsinore and FQI on behalf of MWC,
L.L.C.;
WHEREAS, MWC, L.L.C., has agreed to limit all Decision-Making (as
defined herein) for Elsinore and FQI solely to Bruce Waterfall;
NOW WHEREFORE, in consideration for a receipt of a gaming license
for Elsinore and FQI from the Nevada Gaming Control Board (the "Board") and
the Nevada Gaming Commission (the "Commission"), and other good and valuable
consideration, MWC, L.L.C. agrees as follows:
1. That with respect to any investment interest ("Interest") of
MWC, L.L.C., that John C. "Bruce" Waterfall shall be the only officer,
director, trustee or partner to be actively and directly engaged in the
administration or supervision of, or have any significant involvement with the
activities of Elsinore or its gaming subsidiary, FQI, or any subsidiary or
intermediary company of Elsinore.
2. That any decisions or actions by MWC, L.L.C., involving
Elsinore, shall be made solely by John C. "Bruce" Waterfall, including but not
limited to, the following types of decisions and actions:
a. Exercising any and all voting rights for Elsinore and FQI
securities;
b. Serving as a member of the Elsinore or FQI Board of Directors;
c. Serving as an officer of Elsinore and FQI;
Page 51 of 112 Pages
<PAGE>
d. Nominating members of the Board of Directors for Elsinore and
FQI;
e. Making financial inquiries regarding Elsinore, FQI and
affiliated companies;
f. Making operational inquiries related to Elsinore, FQI and
affiliated companies;
g. Providing guidance with respect to policy, financial, and
operational decisions, with respect to Elsinore, FQI, and any
other subsidiary or affiliated company of Elsinore as well as
any potential investment opportunity for Elsinore or its
subsidiaries or affiliates;
h. Providing guidance with respect to personnel decisions with
respect to Elsinore, FQI and any subsidiary or affiliated
company of Elsinore;
i. Any decision to liquidate any Interest of MWC, L.L.C.
involving Elsinore and FQI.
j. Causing, directly or indirectly, any change in the corporate
charter, by-laws, management, policies or operations of
Elsinore and FQI. (Section 1 and 2 herein are collectively
referred to as "Decision-Making").
3. That should John C. "Bruce" Waterfall become incapacitated or
should John C. "Bruce" Waterfall resign his position with MWC, L.L.C., or sell
his interest therein, he shall immediately notify the Board and the
Commission, and cause his successor to file appropriate Nevada gaming
applications with the Board and the Commission.
4. This Agreement may be executed by facsimile and in one or more
counterparts, each of which shall have the full force and effect of an
original and which taken together shall constitute one agreement:
EFFECTIVE THIS 28th day of February, 1997.
MW CAPITAL, L.L.C., a Delaware Limited
Liability Company
/s/ Edwin Morgens
__________________________________
By: Edwin Morgens
Its: Managing Member
/s/ John C. "Bruce" Waterfall
__________________________________
By: John C. "Bruce" Waterfall
Its: Managing Member
Page 52 of 112 Pages
<PAGE>
EXHIBIT 3-8
AGREEMENT OF RESTART PARTNERS, L.P.,
TO LIMIT ALL DECISION-MAKING FOR
ELSINORE CORPORATION AND THE FOUR QUEENS, INC.
SOLELY TO JOHN C. "BRUCE" WATERFALL
WHEREAS, as part of a plan of reorganization, RESTART PARTNERS, L.P., a
Delaware Limited Partnership ("Restart"), may acquire an ownership interest in
Elsinore Corporation ("Elsinore") or the Four Queens, Inc. ("FQI");
WHEREAS, the management and operation of Restart, pursuant to Section 6.1
of the RESTART PARTNERS, L.P. LIMITED PARTNERSHIP AGREEMENT is vested
exclusively in PRIME GROUP, L.P. ("Prime, L.P.") as its General Partner;
WHEREAS, the management and operation of Prime, L.P., pursuant to Section
5.1 of the PRIME GROUP, L.P. LIMITED PARTNERSHIP AGREEMENT is vested
exclusively in Prime, Inc., a Delaware corporation, as its General Partner;
WHEREAS, pursuant to Section 6.3(a) of the RESTART PARTNERS, L.P. LIMITED
PARTNERSHIP AGREEMENT, Restart is required to pay Morgens, Waterfall,
Vintiadis & Company, Inc. ("MWV, Inc.") for managing the business and affairs
of Restart;
WHEREAS, John C. "Bruce" Waterfall has agreed to perform all Decision-
Making (as defined herein) for Elsinore and FQI on behalf of Restart;
WHEREAS, Restart has agreed to limit all Decision-Making (as defined
herein) for Elsinore and FQI solely to John C. "Bruce" Waterfall;
NOW, WHEREFORE, in consideration for the receipt of a gaming license from
the Nevada Gaming Control Board (the "Board") and the Nevada Gaming Commission
(the "Commission") for Elsinore and FQI, and other good and valuable
consideration, Restart agrees as follows:
Page 53 of 112 Pages
<PAGE>
1. That with respect to any investment interests ("Interest") of
Restart, that John C. "Bruce" Waterfall shall be the only officer, director,
trustee or partner to be actively and directly engaged in the administration
or supervision of, or have any significant involvement with the activities of
Elsinore or its gaming subsidiary, FQI, or any subsidiary or intermediary
company of Elsinore; and,
2. Any decisions or actions by Restart involving Elsinore shall be
made solely by John C. "Bruce" Waterfall, including but not limited to, the
following types of decisions and actions:
a. Exercising any and all voting rights for Elsinore and FQI
securities;
b. Serving as a member of the Elsinore or FQI Board of Directors;
c. Serving as an officer of Elsinore and FQI;
d. Nominating members of the Board of Directors for Elsinore and FQI;
e. Making financial inquiries regarding Elsinore, FQI and affiliated
companies,
f. Making operational inquiries related to Elsinore, FQI and
affiliated companies;
g. Providing guidance with respect to policy, financial, and
operational decisions, with respect to Elsinore, FQI, and any
other subsidiary or affiliated company of Elsinore as well as any
potential investment opportunity for Elsinore or its subsidiaries
or affiliates;
h. Providing guidance with respect to personnel decisions with
respect to Elsinore, FQI and any subsidiary or affiliated company
of Elsinore;
i. Any decision to liquidate any Interest of Restart involving
Elsinore and FQI;
j. Causing, directly or indirectly, any change in the corporate
charter, by-laws, management, policies or operations of Elsinore
and FQI. (Sections 1 and 2 herein are collectively referred to as
"Decision-Making").
Page 54 of 112 Pages
<PAGE>
3. That should John C. "Bruce" Waterfall become incapacitated or
should John C. "Bruce" Waterfall resign his position with Restart, or sell his
interest therein, he shall immediately notify the Board and the Commission,
and cause his successor to file appropriate Nevada gaming applications with
the Board and the Commission.
4. This Agreement may be executed by facsimile and in one or more
counterparts, each of which shall have the full force and effect of an
original and which taken together shall constitute one agreement.
EFFECTIVE this 28th day of February, 1997.
RESTART PARTNERS, L.P.
By: PRIME GROUP, L.P., the General
Partner of RESTART PARTNERS, L.P.
\s\ Edwin Morgens
------------------------------------
By: Edwin Morgens,
Chairman of the Board of Directors of
Prime, Inc., the General Partner of
PRIME GROUP, L.P.
Page 55 of 112 Pages
<PAGE>
EXHIBIT 3-9
AGREEMENT OF PRIME GROUP, L.P.,
TO LIMIT ALL DECISION-MAKING FOR ELSINORE CORPORATION
AND THE FOUR QUEENS, INC.,
SOLELY TO JOHN C. "BRUCE" WATERFALL
WHEREAS, as part of a plan of reorganization, RESTART PARTNERS., L.P., a
Delaware Limited Partnership ("Restart"), may acquire an ownership interest in
Elsinore Corporation ("Elsinore") or the Four Queens, Inc. ("FQI");
WHEREAS, the management and operation of Restart, pursuant to Section 6.1
of the RESTART PARTNERS, L.P. LIMITED PARTNERSHIP AGREEMENT is vested
exclusively in PRIME GROUP, L.P. ("Prime, L.P.") as its General Partner;
WHEREAS, the management and operation of Prime, L.P., pursuant to Section
5.1 of the PRIME GROUP, L.P. LIMITED PARTNERSHIP AGREEMENT is vested
exclusively in Prime, Inc., a Delaware corporation, as its General Partner;
WHEREAS, pursuant to Section 6.3(a) of the RESTART PARTNERS, L.P. LIMITED
PARTNERSHIP AGREEMENT, Restart is required to pay Morgens, Waterfall,
Vintiadis & Company, Inc. ("MWV, Inc.") for managing the business and affairs
of Restart;
WHEREAS, John C. "Bruce" Waterfall has agreed to perform all Decision-
Making (as defined herein) for Elsinore and FQI on behalf of Prime, L.P.;
WHEREAS, Prime, L.P., has agreed to limit all Decision-Making (as defined
herein) for Elsinore and FQI solely to John C. "Bruce" Waterfall;
NOW, WHEREFORE, in consideration for the receipt of a gaming license for
Elsinore and FQI from the Nevada Gaming Control Board (the "Board") and the
Nevada Gaming Commission (the "Commission"), and other good and valuable
consideration, Prime, L.P., agrees as follows:
Page 56 of 112 Pages
<PAGE>
1. That with respect to any investment interests ("Interest") of
Prime, L.P., that John C. "Bruce" Waterfall shall be the only officer,
director, trustee or partner to be actively and directly engaged in the
administration or supervision of, or have any significant involvement with the
activities of Elsinore or its gaming subsidiary, FQI, or any subsidiary or
intermediary company of Elsinore; and,
2. That any decisions or actions by Prime, L.P., involving Elsinore
shall be made solely by John C. "Bruce" Waterfall, including but not limited
to, the following types of decisions and actions:
a. Exercising any and all voting rights for Elsinore and FQI
securities;
b. Serving as a member of the Elsinore or FQI Board of Directors;
c. Serving as an officer of Elsinore and FQI;
d. Nominating members of the Board of Directors for Elsinore and FQI;
e. Making financial inquiries regarding Elsinore, FQI and affiliated
companies;
f. Making operational inquiries related to Elsinore, FQI and
affiliated companies;
g. Providing guidance with respect to policy, financial, and
operational decisions, with respect to Elsinore, FQI, and any
other subsidiary or affiliated company of Elsinore as well as any
potential investment opportunity for Elsinore or its subsidiaries
or affiliates;
h. Providing guidance with respect to personnel decisions with
respect to Elsinore, FQI and any subsidiary or affiliated company
of Elsinore;
i. Any decision to liquidate any Interest of Prime, L.P. involving
Elsinore and FQI;
j. Causing, directly or indirectly, any change in the corporate
charter, by-laws, management, policies or operations of Elsinore
and FQI. (Sections 1 and 2 herein are collectively referred to as
"Decision-Making").
Page 57 of 112 Pages
<PAGE>
3. That should John C. "Bruce" Waterfall become incapacitated or
should John C. "Bruce" Waterfall resign his position with Prime, L.P., or sell
his interest therein, he shall immediately notify the Board and the
Commission, and cause his successor to file appropriate Nevada gaming
applications with the Board and the Commission.
4. This Agreement may be executed by facsimile and in one or more
counterparts, each of which shall have the full force and effect of an
original and which taken together shall constitute one agreement.
EFFECTIVE this 28th day of February, 1997.
PRIME GROUP, L.P.
\s\ Edwin Morgens
------------------------------------
By: Edwin Morgens,
Chairman of the Board of Directors of
Prime, Inc., the General Partner of
PRIME GROUP, L.P.
Page 58 of 112 Pages
<PAGE>
EXHIBIT 3-10
RESOLUTION BY UNANIMOUS WRITTEN CONSENT
OF THE BOARD OF DIRECTORS OF PRIME, INC.,
TO LIMIT ALL DECISION-MAKING FOR ELSINORE CORPORATION
AND THE FOUR QUEENS, INC.,
SOLELY TO JOHN C. "BRUCE" WATERFALL
WHEREAS, as part of a plan of reorganization, RESTART PARTNERS, L.P., a
Delaware Limited Partnership ("Restart"), may acquire an ownership interest in
Elsinore Corporation ("Elsinore") or the Four Queens, Inc. ("FQI")
WHEREAS, the management and operation of Restart, pursuant to Section 6.1
of the RESTART PARTNERS, L.P. LIMITED PARTNERSHIP AGREEMENT is vested
exclusively in PRIME GROUP, L.P. ("Prime, L.P.") as its General Partner.
WHEREAS, the management and operation of Prime, L.P., pursuant to Section
5.1 of the PRIME GROUP, L.P. LIMITED PARTNERSHIP AGREEMENT is vested
exclusively in Prime, Inc., a Delaware corporation, as its General Partner;
WHEREAS, Pursuant to Section 6.3(a) of the RESTART PARTNERS, L.P. LIMITED
PARTNERSHIP AGREEMENT, Restart is required to pay Morgens, Waterfall,
Vintiadis & Company, Inc. ("MWV, Inc.") for managing the business and affairs
of Restart;
WHEREAS, John C. "Bruce" Waterfall has agreed to perform all Decision-
Making (as defined herein) for Elsinore and FQI on behalf of Prime, Inc.;
WHEREAS, Prime, Inc., has agreed to limit all Decision-Making (as defined
herein) for Elsinore and FQI solely to John C. "Bruce" Waterfall;
NOW, WHEREFORE, for consideration for the receipt of a gaming license for
Elsinore and FQI from the Nevada Gaming Control Board (the "Board") and the
Nevada Gaming Commission (the "Commission"), and other good and valuable
consideration, the Board of Directors of Prime, Inc., unanimously resolves as
follows:
Page 59 of 112 Pages
<PAGE>
1. RESOLVED, that with respect to any investment interests
("Interest") of Prime, Inc., that John C. "Bruce" Waterfall shall be the only
officer, director, trustee or partner to be actively and directly engaged in
the administration or supervision of, or have any significant involvement with
the activities of Elsinore or its gaming subsidiary, FQ1, or any subsidiary or
intermediary company of Elsinore.
2. RESOLVED, that any decisions or actions by Prime, Inc., involving
Elsinore shall be made solely by John C. "Bruce" Waterfall, including but not
limited to, the following types of decisions and actions:
a. Exercising any and all voting rights for Elsinore and FQI
securities;
b. Serving as a member of the Elsinore or FQI Board of Directors;
c. Serving as an officer of Elsinore and FQI;
d. Nominating members of the Board of Directors for Elsinore and
FQI;
e. Making financial inquiries regarding Elsinore, FQI and affiliated
companies;
f. Making operational inquiries related to Elsinore, FQI and
affiliated companies;
g. Providing guidance with respect to policy, financial, and
operational decisions, with respect to Elsinore, FQI, and any
other subsidiary or affiliated company of Elsinore as well as any
potential investment opportunity for Elsinore or its subsidiaries
or affiliates;
h. Providing guidance with respect to personnel decisions with
respect to Elsinore, FQI and any subsidiary or affiliated company
of Elsinore;
i. Any decision to liquidate any Interest of Prime, Inc. involving
Elsinore and FQI;
j. Causing, directly or indirectly, any change in the corporate
charter, by-laws, management, policies or operations of Elsinore
and FQI. (Sections 1 and 2 herein are collectively referred to
as "Decision-Making").
Page 60 of 112 Pages
<PAGE>
3. RESOLVED, that should John C. "Bruce" Waterfall become
incapacitated or should John C. "Bruce" Waterfall resign his position with
Prime, Inc., or sell his interest therein, he shall immediately notify the
Board and the Commission, and cause his successor to file appropriate Nevada
gaming applications with the Board and the Commission.
4. RESOLVED, that Edwin Morgens, Chairman of the Board of Directors,
is hereby authorized on behalf of Prime, Inc., as the General Partner of PRIME
GROUP, L.P., to agree to and execute that AGREEMENT OF PRIME GROUP, L.P., TO
LIMIT ALL DECISION MAKING FOR ELSINORE CORPORATION AND THE FOUR QUEENS, INC.,
SOLELY TO JOHN C. "BRUCE" WATERFALL.
5. RESOLVED, that Edwin Morgens, Chairman of the Board of Directors,
on behalf of Prime, Inc., as the General Partner of PRIME GROUP, L.P., which
is the General Partner of RESTART PARTNERS, L.P., is hereby authorized to
agree to and execute that AGREEMENT OF RESTART PARTNERS, L.P., TO LIMIT ALL
DECISION-MAKING FOR ELSINORE CORPORATION AND THE FOUR QUEENS, INC., SOLELY TO
JOHN C. "BRUCE" WATERFALL.
6. RESOLVED, this Resolution may be executed by facsimile and in one
or more counterparts, each of which shall have the full force and effect of an
original and which taken together shall constitute one agreement.
7. RESOLVED, that undersigned, being all of the Directors of Prime,
Inc., do hereby unanimously take, and adopt, the above resolutions in Sections
1, 2, 3, 4, 5 and 6 in writing, without a meeting.
DATED this 28th day of February, 1997.
\s\ Edwin Morgens
------------------------------------
Edwin Morgens, Director
\s\ John C. "Bruce" Waterfall
------------------------------------
John C. "Bruce" Waterfall, Director
Page 61 of 112 Pages
<PAGE>
EXHIBIT 3-11
RESOLUTION BY UNANIMOUS WRITTEN CONSENT OF THE BOARD OF
DIRECTORS OF MORGENS, WATERFALL, VINTIADIS & COMPANY, INC.
AS THE MANAGER OF RESTART PARTNERS, L.P.
TO LIMIT DECISION-MAKING FOR ELSINORE CORPORATION
AND THE FOUR QUEENS, INC.
SOLELY TO JOHN C. "BRUCE" WATERFALL
WHEREAS, as part of a plan of reorganization, RESTART PARTNERS, L.P., a
Delaware Limited Partnership ("Restart"), may acquire an ownership interest in
Elsinore Corporation ("Elsinore") or the Four Queens, Inc. ("FQI");
WHEREAS, the management and operation of Restart, pursuant to Section 6.1
of the RESTART PARTNERS, L.P. LIMITED PARTNERSHIP AGREEMENT is vested
exclusively in PRIME GROUP, L.P. ("Prime, L.P.") as its General Partner;
WHEREAS, the management and operation of Prime, L.P., pursuant to Section
5.1 of the PRIME GROUP, L.P. LIMITED PARTNERSHIP AGREEMENT is vested
exclusively in Prime, Inc., a Delaware corporation, as its General Partner;
WHEREAS, pursuant to Section 6.3(a) of the RESTART PARTNERS, L.P. LIMITED
PARTNERSHIP AGREEMENT, Restart is required to pay Morgens, Waterfall,
Vintiadis & Company, Inc. ("MWV, Inc.") for managing the business and affairs
of Restart;
WHEREAS, John C. "Bruce" Waterfall has agreed to perform all Decision-
Making (as defined herein) for Elsinore and FQI on behalf of MWV, Inc.;
WHEREAS, MWV, Inc., has agreed to limit all Decision-Making (as defined
herein) for Elsinore and FQI solely to John C. "Bruce" Waterfall;
NOW, WHEREFORE, in consideration of a receipt of a gaming license for
Elsinore and FQI from the Nevada Gaming Control Board (the "Board") and the
Nevada Gaming Commission (the "Commission"), and other good and valuable
consideration, the Board of Directors of MWV, Inc., unanimously resolves as
follows:
Page 62 of 112 Pages
<PAGE>
1. RESOLVED, that with respect to any investment interests
("Interest") of MWV, Inc., that John C. "Bruce" Waterfall shall be the only
officer, director, trustee or partner to be actively and directly engaged in
the administration or supervision of, or have any significant involvement with
the activities of Elsinore or its gaming subsidiary, FQI, or any subsidiary or
intermediary company of Elsinore.
2. RESOLVED, that any decisions or actions by MWV, Inc., involving
Elsinore shall be made solely by John C. "Bruce" Waterfall, including but not
limited to, the following types of decisions and actions:
a. Exercising any and all voting rights for Elsinore and FQI
securities;
b. Serving as a member of the Elsinore or FQI Board of Directors;
c. Serving as an officer of Elsinore and FQI;
d. Nominating members of the Board of Directors for Elsinore and FQI;
e. Making financial inquiries regarding Elsinore, FQI and affiliated
companies;
f. Making operational inquiries related to Elsinore, FQI and
affiliated companies;
g. Providing guidance with respect to policy, financial, and
operational decisions, with respect to Elsinore, FQI, and any
other subsidiary or affiliated company of Elsinore as well as any
potential investment opportunity for Elsinore or its subsidiaries
or affiliates;
h. Providing guidance with respect to personnel decisions with
respect to Elsinore, FQI and any subsidiary or affiliated company
of Elsinore;
i. Any decision to liquidate any Interest of MWV, Inc. involving
Elsinore and FQI;
j. Causing, directly or indirectly, any change in the corporate
charter, by-laws, management, policies or operations of Elsinore
and FQI. (Sections 1 and 2 herein are collectively referred to as
"Decision-Making").
Page 63 of 112 Pages
<PAGE>
RESOLVED, that should John C. "Bruce" Waterfall become incapacitated or
should John C. "Bruce" Waterfall resign his position with MWV, Inc., or sell
his interest therein, he shall immediately notify the Board and the
Commission, and cause his successor to file appropriate Nevada gaming
applications with the Board and the Commission.
4. RESOLVED, that this Resolution may be executed by facsimile and in
one or more counterparts, each of which shall have the full force and effect
of an original and which taken together shall constitute one agreement.
5. RESOLVED, that undersigned, being all of the Directors of MVN,
Inc., do hereby unanimously take, and adopt, the above resolutions in Sections
1, 2, 3 and 4 in writing, without a meeting.
EFFECTIVE this 28th day of February, 1997
\s\ Edwin Morgens
------------------------------------
Edwin Morgens, Director
\s\ John C. "Bruce" Waterfall
------------------------------------
John C. "Bruce" Waterfall, Director
Page 64 of 112 Pages
<PAGE>
EXHIBIT 3-12
AGREEMENT OF RESTART PARTNERS II, L.P.
TO LIMIT ALL DECISION-MAKING FOR
ELSINORE CORPORATION AND THE FOUR QUEENS, INC.
SOLELY TO JOHN C. "BRUCE" WATERFALL
WHEREAS, as part of a plan of reorganization, RESTART PARTNERS II, L.P.,
a Delaware Limited Partnership ("Restart II"), may acquire an ownership
interest in Elsinore Corporation ("Elsinore") or the Four Queens, Inc.
("FQI");
WHEREAS, the management and operation of Restart II, pursuant to Section
6.1 of the RESTART PARTNERS II, L.P. LIMITED PARTNERSHIP AGREEMENT is vested
exclusively in PRIME GROUP II, L.P. ("Prime II, L.P.") as its General Partner;
WHEREAS, the management and operation of Prime II, L.P., pursuant to
Section 5.1 of the PRIME GROUP II, L.P. LIMITED PARTNERSHIP AGREEMENT is
vested exclusively in Prime, Inc., a Delaware corporation, as its General
Partner;
WHEREAS, pursuant to Section 6.3(a) of the RESTART PARTNERS II, L.P.
LIMITED PARTNERSHIP AGREEMENT, Restart II is required to pay Morgens,
Waterfall, Vintiadis & Company, Inc. ("MWV, Inc.") for managing the business
and affairs of Restart II;
WHEREAS, John C. "Bruce" Waterfall has agreed to perform all Decision-
Making (as defined herein) for Elsinore and FQI on behalf of Restart II;
WHEREAS, Restart II has agreed to limit all Decision-Making (as defined
herein) for Elsinore and FQI solely to John C. "Bruce" Waterfall;
NOW, WHEREFORE, in consideration for the receipt of a gaming license
from the Nevada Gaming Control Board (the "Board") and the Nevada Gaming
Commission (the "Commission") for Elsinore and FQI, and other good and
valuable consideration, Restart II agrees as follows:
1. That with respect to any investment interests ("Interest") of
Restart II, that John C. "Bruce" Waterfall shall be the only officer,
director, trustee or partner to be actively and directly engaged in the
administration or supervision of, or have any significant involvement with the
activities of Elsinore or its gaming subsidiary, FQI, or any subsidiary or
intermediary company of Elsinore; and,
2. That any decisions or actions by Restart II involving Elsinore shall
be made solely by John C. "Bruce" Waterfall, including but not limited to, the
following types of decisions and actions:
a. Exercising any and all voting rights for Elsinore and FQI
securities;
Page 65 of 112 Pages
<PAGE>
b. Serving as a member of the Elsinore or FQI Board of Directors;
c. Serving as an officer of Elsinore and FQI;
d. Nominating members of the Board of Directors for Elsinore and
FQI;
e. Making financial inquiries regarding Elsinore, FQI and
affiliated companies;
f. Making operational inquiries related to Elsinore, FQI and
affiliated companies;
g. Providing guidance with respect to policy, financial, and
operational decisions, with respect to Elsinore, FQI, and any other subsidiary
or affiliated company of Elsinore as well as any potential investment
opportunity for Elsinore or its subsidiaries or affiliates;
h. Providing guidance with respect to personnel decisions with
respect to Elsinore, FQI and any subsidiary or affiliated company of Elsinore;
i. Any decision to liquidate any Interest of Restart II, involving
Elsinore and FQI;
j. Causing, directly or indirectly, any change in the corporate
charter, by-laws, management, policies or operations of Elsinore and FQI.
(Sections 1 and 2 herein are collectively referred to as "Decision-Making").
3. That should John C. "Bruce" Waterfall become incapacitated or should
John C. "Bruce" Waterfall resign his position with Restart II, or sell his
interest therein, he shall immediately notify the Board and the Commission,
and cause his successor to file appropriate Nevada gaming applications with
the Board and the Commission.
4. This Agreement may be executed by facsimile and in one or more
counterparts, each of which shall have the full force and effect of an
original and which taken together shall constitute one agreement.
EFFECTIVE this 28th day of February, 1997.
RESTART PARTNERS II, L.P.
By: PRIME GROUP II, L.P.,
the General Partner of RESTART
PARTNERS II, L.P.
\s\ Edwin Morgens
__________________________________
By: Edwin Morgens,
Chairman of the Board of Directors
of Prime, Inc., the General Partner
of PRIME GROUP II, L.P.
Page 66 of 112 Pages
<PAGE>
EXHIBIT 3-13
AGREEMENT OF PRIME GROUP II, L.P.,
TO LIMIT ALL DECISION-MAKING FOR ELSINORE CORPORATION
AND THE FOUR QUEENS, INC.,
SOLELY TO JOHN C. "BRUCE" WATERFALL
WHEREAS, as part of a plan of reorganization, RESTART PARTNERS II, L.P.,
a Delaware Limited Partnership ("Restart II"), may acquire an ownership
interest in Elsinore Corporation ("Elsinore") or the Four Queens, Inc.
("FQI");
WHEREAS, the management and operation of Restart, pursuant to Section
6.1 of the RESTART PARTNERS II, L.P. LIMITED PARTNERSHIP AGREEMENT is vested
exclusively in PRIME GROUP II, L.P. ("Prime II, L.P.") as its General Partner;
WHEREAS, the management and operation of Prime II, L.P., pursuant to
Section 5.1 of the PRIME GROUP II, L.P. LIMITED PARTNERSHIP AGREEMENT is
vested exclusively in Prime, Inc., a Delaware corporation, as its General
Partner;
WHEREAS, pursuant to Section 6.3(a) of the RESTART PARTNERS II, L.P.
LIMITED PARTNERSHIP AGREEMENT, Restart II is required to pay Morgens,
Waterfall, Vintiadis & Company, Inc. ("MWV, Inc.") for managing the business
and affairs of Restart II;
WHEREAS, John C. "Bruce" Waterfall has agreed to perform all Decision-
Making (as defined herein) for Elsinore and FQI on behalf of Prime II, L.P.;
WHEREAS, Prime II, L.P., has agreed to limit all Decision-Making (as defined
herein) for Elsinore and FQI solely to John C. "Bruce" Waterfall;
NOW, WHEREFORE, in consideration for the receipt of a gaming license for
Elsinore and FQI from the Nevada Gaming Control Board (the "Board") and the
Nevada Gaming Commission (the "Commission"), and other good and valuable
consideration, Prime II, L.P., agrees as follows:
1. That with respect to any investment interests ("Interest") of Prime
II, L.P., that John C. "Bruce" Waterfall shall be the only officer, director,
trustee or partner to be actively and directly engaged in the administration
or supervision of, or have any significant involvement with the activities of
Elsinore or its gaming subsidiary, FQI, or any subsidiary or intermediary
company of Elsinore; and,
2. That any decisions or actions by Prime II, L.P., involving Elsinore
shall be made solely by John C. "Bruce" Waterfall, including but not limited
to, the following types of decisions and actions:
a. Exercising any and all voting rights for Elsinore and FQI
securities;
b. Serving as a member of the Elsinore or FQI Board of Directors;
Page 67 of 112 Pages
<PAGE>
c. Serving as an officer of Elsinore and FQI;
d. Nominating members of the Board of Directors for Elsinore and
FQI;
e. Making financial inquiries regarding Elsinore, FQI and
affiliated companies;
f. Making operational inquiries related to Elsinore, FQI and
affiliated companies;
g. Providing guidance with respect to policy, financial, and
operational decisions, with respect to Elsinore, FQI, and any other subsidiary
or affiliated company of Elsinore as well as any potential investment
opportunity for Elsinore or its subsidiaries or affiliates;
h. Providing guidance with respect to personnel decisions with
respect to Elsinore, FQI and any subsidiary or affiliated company of Elsinore;
i. Any decision to liquidate any Interest of Restart II, L.P.,
involving Elsinore and FQI;
j. Causing, directly or indirectly, any change in the corporate
charter, by-laws, management, policies or operations of Elsinore and FQI.
(Sections 1 and 2 herein are collectively referred to as "Decision-Making").
3. That should John C. "Bruce" Waterfall become incapacitated or should
John C. "Bruce" Waterfall resign his position with Prime II, L.P., or sell his
interest therein, he shall immediately notify the Board and the Commission,
and cause his successor to file appropriate Nevada gaming applications with
the Board and the Commission.
4. This Agreement may be executed by facsimile and in one or more
counterparts, each of which shall have the full force and effect of an
original and which taken together shall constitute one agreement.
EFFECTIVE this 28th day of February, 1997.
PRIME GROUP II, L.P.
\s\ Edwin Morgens
__________________________________
By: Edwin Morgens,
Chairman of the Board of Directors
of Prime, Inc., the General Partner
of PRIME GROUP II, L.P.
Page 68 of 112 Pages
<PAGE>
EXHIBIT 3-14
RESOLUTION BY UNANIMOUS WRITTEN CONSENT OF
THE BOARD OF DIRECTORS OF PRIME, INC., TO LIMIT ALL DECISION-
MAKING FOR ELSINORE CORPORATION AND THE FOUR QUEENS, INC.,
SOLELY TO JOHN C. "BRUCE" WATERFALL
WHEREAS, as part of a plan of reorganization, RESTART PARTNERS II, L.P.,
a Delaware Limited Partnership ("Restart II"), may acquire an ownership
interest in Elsinore Corporation ("Elsinore") or the Four Queens, Inc.
("FQI");
WHEREAS, the management and operation of Restart II, pursuant to Section
6.1 of the RESTART PARTNERS II, L.P. LIMITED PARTNERSHIP AGREEMENT is vested
exclusively in PRIME GROUP II, L.P. ("Prime II, L.P.") as its General Partner;
WHEREAS, the management and operation of Prime II, L.P., pursuant to
Section 5.1 of the PRIME GROUP II, L.P. LIMITED PARTNERSHIP AGREEMENT is
vested exclusively in Prime, Inc., a Delaware corporation, as its General
Partner;
WHEREAS, pursuant to Section 6.3(a) of the RESTART PARTNERS II, L.P.
LIMITED PARTNERSHIP AGREEMENT, Restart II is required to pay Morgens,
Waterfall, Vintiadis & Company, Inc. ("MWV, Inc.") for managing the business
and affairs of Restart II;
WHEREAS, John C. "Bruce" Waterfall has agreed to perform all Decision-
Making (as defined herein) for Elsinore and FQI on behalf of Prime, Inc.;
WHEREAS, Prime, Inc., has agreed to limit all Decision-Making (as defined
herein) for Elsinore and FQI solely to John C. "Bruce" Waterfall;
NOW, WHEREFORE, for consideration for the receipt of a gaming license
for Elsinore and FQI from the Nevada Gaming Control Board (the "Board") and
the Nevada Gaming Commission (the "Commission"), and other good and valuable
consideration, the Board of Directors of Prime, Inc., unanimously resolves as
follows:
1. RESOLVED, that with respect to any investment interests ("Interest")
of Prime, Inc., that John C. "Bruce" Waterfall shall be the only officer,
director, trustee or partner to be actively and directly engaged in the
administration or supervision of, or have any significant involvement with the
activities of Elsinore or its gaming subsidiary, FQI, or any subsidiary or
intermediary company of Elsinore.
2. RESOLVED, that any decisions or actions by Prime, Inc., involving
Elsinore shall be made solely by John C. "Bruce" Waterfall, including but not
limited to, the following types of decisions and actions:
a. Exercising any and all voting rights for Elsinore and FQI
securities;
Page 69 of 112 Pages
<PAGE>
b. Serving as a member of the Elsinore or FQI Board of Directors;
c. Serving as an officer of Elsinore and FQI;
d. Nominating members of the Board of Directors for Elsinore and
FQI;
e. Making financial inquiries regarding Elsinore, FQI and
affiliated companies;
f. Making operational inquiries related to Elsinore, FQI and
affiliated companies;
g. Providing guidance with respect to policy, financial, and
operational decisions, with respect to Elsinore, FQI, and any other subsidiary
or affiliated company of Elsinore as well as any potential investment
opportunity for Elsinore or its subsidiaries or affiliates;
h. Providing guidance with respect to personnel decisions with
respect to Elsinore, FQI and any subsidiary or affiliated company of Elsinore;
i. Any decision to liquidate any Interest of Prime, Inc., involving
Elsinore and FQI;
j. Causing, directly or indirectly, any change in the corporate
charter, by-laws, management, policies or operations of Elsinore and FQI.
(Sections 1 and 2 herein are collectively referred to as "Decision-Making").
3. RESOLVED, that should John C. "Bruce" Waterfall become incapacitated
or should John C. "Bruce" Waterfall resign his position with Prime, Inc., or
sell his interest therein, he shall immediately notify the Board and the
Commission, and cause his successor to file appropriate Nevada gaming
applications with the Board and the Commission.
4. RESOLVED, that Edwin Morgens, Chairman of the Board of Directors, is
hereby authorized on behalf of Prime, Inc., as the General Partner of PRIME
GROUP II, L.P., to agree to and execute that AGREEMENT OF PRIME GROUP II,
L.P., TO LIMIT ALL DECISION-MAKING FOR ELSINORE CORPORATION AND THE FOUR
QUEENS, INC., SOLELY TO JOHN C. "BRUCE" WATERFALL.
5. RESOLVED, that Edwin Morgens, Chairman of the Board of Directors, on
behalf of Prime, Inc., as the General Partner of PRIME GROUP II, L.P., which
is the General Partner of RESTART PARTNERS II, L.P., is hereby authorized to
agree to and execute that AGREEMENT OF RESTART PARTNERS II, L.P., TO LIMIT ALL
DECISION-MAKING FOR ELSINORE CORPORATION AND THE FOUR QUEENS, INC., SOLELY TO
JOHN C. "BRUCE" WATERFALL.
6. RESOLVED, this Resolution may be executed by facsimile and in one or
more counterparts, each of which shall have the full force and effect of an
original and which taken together shall constitute one agreement.
Page 70 of 112 Pages
<PAGE>
7. RESOLVED, that undersigned, being all of the Directors of Prime,
Inc., do hereby unanimously take, and adopt, the above resolutions in Sections
1, 2, 3, 4, 5 and 6 in writing, without a meeting.
DATED this 28th day of February, 1997.
\s\ Edwin Morgens
__________________________________
Edwin Morgens, Director
\s\ John C. "Bruce" Waterfall
__________________________________
John C. "Bruce" Waterfall, Director
Page 71 of 112 Pages
<PAGE>
EXHIBIT 3-15
RESOLUTION BY UNANIMOUS WRITTEN CONSENT OF
THE BOARD OF DIRECTORS OF MORGENS, WATERFALL, VINTIADIS &
COMPANY, INC. AS THE MANAGER OF RESTART PARTNERS II, L.P. TO LIMIT
DECISION-MAKING FOR ELSINORE CORPORATION AND THE FOUR QUEENS, INC.
SOLELY TO JOHN C. "BRUCE" WATERFALL
WHEREAS, as part of a plan of reorganization, RESTART PARTNERS II, L.P.,
a Delaware Limited Partnership ("Restart II"), may acquire an ownership
interest in Elsinore Corporation ("Elsinore") or the Four Queens, Inc.
("FQI");
WHEREAS, the management and operation of Restart II, pursuant to Section
6.1 of the RESTART PARTNERS II, L.P. LIMITED PARTNERSHIP AGREEMENT is vested
exclusively in PRIME GROUP II, L.P. ("Prime II, L.P.") as its General Partner;
WHEREAS, the management and operation of Prime II, L.P., pursuant to
Section 5.1 of the PRIME GROUP II, L.P. LIMITED PARTNERSHIP AGREEMENT is
vested exclusively in Prime, Inc., a Delaware corporation, as its General
Partner;
WHEREAS, pursuant to Section 6.3(a) of the RESTART PARTNERS II, L.P.
LIMITED PARTNERSHIP AGREEMENT, Restart II is required to pay Morgens,
Waterfall, Vintiadis & Company, Inc. ("MWV, Inc.") for managing the business
and affairs of Restart;
WHEREAS, John C. "Bruce" Waterfall has agreed to perform all Decision-
Making (as defined herein) for Elsinore and FQI on behalf of MWV, Inc.;
WHEREAS, MWV, Inc., has agreed to limit all Decision-Making (as defined
herein) for Elsinore and FQI solely to John C. "Bruce" Waterfall;
NOW, WHEREFORE, in consideration of a receipt of a gaming license for
Elsinore and FQI from the Nevada Gaming Control Board (the "Board") and the
Nevada Gaming Commission (the "Commission"), and other good and valuable
consideration, the Board of Directors of MWV, Inc., unanimously resolves as
follows:
1. RESOLVED, that with respect to any investment interests ("Interest")
of MWV, Inc., that John C. "Bruce" Waterfall shall be the only officer,
director, trustee or partner to be actively and directly engaged in the
administration or supervision of, or have any significant involvement with the
activities of Elsinore or its gaming subsidiary, FQI, or any subsidiary or
intermediary company of Elsinore.
2. RESOLVED, that any decisions or actions by MWV, Inc., involving
Elsinore shall be made solely by John C. "Bruce" Waterfall, including but not
limited to, the following types of decisions and actions:
Page 72 of 112 Pages
<PAGE>
a. Exercising any and all voting rights for Elsinore and FQI
securities;
b. Serving as a member of the Elsinore or FQI Board of Directors;
c. Serving as an officer of Elsinore and FQI;
d. Nominating members of the Board of Directors for Elsinore and
FQI;
e. Making financial inquiries regarding Elsinore, FQI and
affiliated companies;
f. Making operational inquiries related to Elsinore, FQI and
affiliated companies;
g. Providing guidance with respect to policy, financial, and
operational decisions, with respect to Elsinore, FQI, and any other subsidiary
or affiliated company of Elsinore as well as any potential investment
opportunity for Elsinore or its subsidiaries or affiliates;
h. Providing guidance with respect to personnel decisions with
respect to Elsinore, FQI and any subsidiary or affiliated company of Elsinore;
i. Any decision to liquidate any Interest of MWV, Inc., involving
Elsinore and FQI;
j. Causing, directly or indirectly, any change in the corporate
charter, by-laws, management, policies or operations of Elsinore and FQI.
(Sections 1 and 2 herein are collectively referred to as "Decision-Making").
3. RESOLVED, that should John C. "Bruce" Waterfall become incapacitated
or should John C. "Bruce" Waterfall resign his position with MWV, Inc., or
sell his interest therein, he shall immediately notify the Board and the
Commission, and cause his successor to file appropriate Nevada gaming
applications with the Board and the Commission.
4. RESOLVED, that Resolution may be executed by facsimile and in one or
more counterparts, each of which shall have the full force and effect of an
original and which taken together shall constitute one agreement.
5. RESOLVED, that undersigned, being all of the Directors of MWV, Inc.,
do hereby unanimously take, and adopt, the above resolutions in Sections 1, 2,
3 and 4 in writing, without a meeting.
EFFECTIVE this 28 day of February, 1997.
\s\ Edwin Morgens
__________________________________
Edwin Morgens, Director
\s\ John C. "Bruce" Waterfall
__________________________________
John C. "Bruce" Waterfall, Director
Page 73 of 112 Pages
<PAGE>
EXHIBIT 3-16
AGREEMENT OF RESTART PARTNERS III, L.P.
TO LIMIT ALL DECISION-MAKING FOR
ELSINORE CORPORATION AND THE FOUR QUEENS, INC.
SOLELY TO JOHN C. "BRUCE" WATERFALL
WHEREAS, as part of a plan of reorganization, RESTART PARTNERS III,
L.P., a Delaware Limited Partnership ("Restart III"), may acquire an ownership
interest in Elsinore Corporation ("Elsinore") or the Four Queens, Inc.
("FQI");
WHEREAS, the management and operation of Restart III, pursuant to
Section 6.1 of the RESTART PARTNERS III, L.P. LIMITED PARTNERSHIP AGREEMENT is
vested exclusively in PRIME GROUP III, L.P. ("Prime III, L.P.") as its General
Partner;
WHEREAS, the management and operation of Prime III, L.P., pursuant to
Section 5.1 of the PRIME GROUP III, L.P. LIMITED PARTNERSHIP AGREEMENT is
vested exclusively in Prime, Inc., a Delaware corporation, as its General
Partner;
WHEREAS, pursuant to Section 6.3(a) of the RESTART PARTNERS III, L.P.
LIMITED PARTNERSHIP AGREEMENT, Restart III is required to pay Morgens,
Waterfall, Vintiadis & Company, Inc. ("MWV, Inc.") for managing the business
and affairs of Restart III;
WHEREAS, John C. "Bruce" Waterfall has agreed to perform all Decision-
Making (as defined herein) for Elsinore and FQI on behalf of Restart III;
WHEREAS, Restart III has agreed to limit all Decision-Making (as defined
herein) for Elsinore and FQI solely to John C. "Bruce" Waterfall;
NOW, WHEREFORE, in consideration for the receipt of a gaming license
from the Nevada Gaming Control Board (the "Board") and the Nevada Gaming
Commission (the "Commission") for Elsinore and FQI, and other good and
valuable consideration, Restart III agrees as follows:
1. That with respect to any investment interests ("Interest") of
Restart III, that John C. "Bruce" Waterfall shall be the only officer,
director, trustee or partner to be actively and directly engaged in the
administration or supervision of, or have any significant involvement with the
activities of Elsinore or its gaming subsidiary, FQI, or any subsidiary or
intermediary company of Elsinore; and,
2. That any decisions or actions by Restart III involving Elsinore
shall be made solely by John C. "Bruce" Waterfall, including but not limited
to, the following types of decisions and actions:
a. Exercising any and all voting rights for Elsinore and FQI
securities;
Page 74 of 112 Pages
<PAGE>
b. Serving as a member of the Elsinore or FQI Board of Directors;
c. Serving as an officer of Elsinore and FQI;
d. Nominating members of the Board of Directors for Elsinore and
FQI;
e. Making financial inquiries regarding Elsinore, FQI and
affiliated companies;
f. Making operational inquiries related to Elsinore, FQI and
affiliated companies;
g. Providing guidance with respect to policy, financial, and
operational decisions, with respect to Elsinore, FQI, and any other subsidiary
or affiliated company of Elsinore as well as any potential investment
opportunity for Elsinore or its subsidiaries or affiliates;
h. Providing guidance with respect to personnel decisions with
respect to Elsinore, FQI and any subsidiary or affiliated company of Elsinore;
i. Any decision to liquidate any Interest of Restart III, involving
Elsinore and FQI;
j. Causing, directly or indirectly, any change in the corporate
charter, by-laws, management, policies or operations of Elsinore and FQI.
(Sections 1 and 2 herein are collectively referred to as "Decision-Making").
3. That should John C. "Bruce" Waterfall become incapacitated or should
John C. "Bruce" Waterfall resign his position with Restart III, or sell his
interest therein, he shall immediately notify the Board and the Commission,
and cause his successor to file appropriate Nevada gaming applications with
the Board and the Commission.
4. This Agreement may be executed by facsimile and in one or more
counterparts, each of which shall have the full force and effect of an
original and which taken together shall constitute one agreement.
EFFECTIVE this 28th day of February, 1997.
RESTART PARTNERS III, L.P.
By: PRIME GROUP III, L.P.,
the General Partner of RESTART
PARTNERS III, L.P.
/s/ Edwin Morgens
______________________________________
By: Edwin Morgens,
Chairman of the Board of Directors
of Prime, Inc., the General Partner
of PRIME GROUP III, L.P.
Page 75 of 112 Pages
<PAGE>
EXHIBIT 3-17
AGREEMENT OF PRIME GROUP III, L.P.,
TO LIMIT ALL DECISION-MAKING FOR ELSINORE CORPORATION
AND THE FOUR QUEENS, INC.,
SOLELY TO JOHN C. "BRUCE" WATERFALL
WHEREAS, as part of a plan of reorganization, RESTART PARTNERS III,
L.P., a Delaware Limited Partnership ("Restart III"), may acquire an ownership
interest in Elsinore Corporation ("Elsinore") or the Four Queens, Inc.
("FQI");
WHEREAS, the management and operation of Restart, pursuant to Section
6.1 of the RESTART PARTNERS III, L.P. LIMITED PARTNERSHIP AGREEMENT is vested
exclusively in PRIME GROUP III, L.P. ("Prime III, L.P.") as its General
Partner;
WHEREAS, the management and operation of Prime III, L.P., pursuant to
Section 5.1 of the PRIME GROUP III, L.P. LIMITED PARTNERSHIP AGREEMENT is
vested exclusively in Prime, Inc., a Delaware corporation, as its General
Partner;
WHEREAS, pursuant to Section 6.3(a) of the RESTART PARTNERS III, L.P.
LIMITED PARTNERSHIP AGREEMENT, Restart III is required to pay Morgens,
Waterfall, Vintiadis & Company, Inc. ("MWV, Inc.") for managing the business
and affairs of Restart III;
WHEREAS, John C. "Bruce" Waterfall has agreed to perform all Decision-
Making (as defined herein) for Elsinore and FQI on behalf of Prime III, L.P.;
WHEREAS, Prime III, L.P., has agreed to limit all Decision-Making (as defined
herein) for Elsinore and FQI solely to John C. "Bruce" Waterfall;
NOW, WHEREFORE, in consideration for the receipt of a gaming license for
Elsinore and FQI from the Nevada Gaming Control Board (the "Board") and the
Nevada Gaming Commission (the "Commission"), and other good and valuable
consideration, Prime III, L.P., agrees as follows:
1. That with respect to any investment interests ("Interest") of Prime
III, L.P., that John C. "Bruce" Waterfall shall be the only officer, director,
trustee or partner to be actively and directly engaged in the administration
or supervision of, or have any significant involvement with the activities of
Elsinore or its gaming subsidiary, FQI, or any subsidiary or intermediary
company of Elsinore; and,
2. That any decisions or actions by Prime III, L.P., involving Elsinore
shall be made solely by John C. "Bruce" Waterfall, including but not limited
to, the following types of decisions and actions:
a. Exercising any and all voting rights for Elsinore and FQI
securities;
b. Serving as a member of the Elsinore or FQI Board of Directors;
Page 76 of 112 Pages
<PAGE>
c. Serving as an officer of Elsinore and FQI;
d. Nominating members of the Board of Directors for Elsinore and
FQI;
e. Making financial inquiries regarding Elsinore, FQI and
affiliated companies;
f. Making operational inquiries related to Elsinore, FQI and
affiliated companies;
g. Providing guidance with respect to policy, financial, and
operational decisions, with respect to Elsinore, FQI, and any other subsidiary
or affiliated company of Elsinore as well as any potential investment
opportunity for Elsinore or its subsidiaries or affiliates;
h. Providing guidance with respect to personnel decisions with
respect to Elsinore, FQI and any subsidiary or affiliated company of Elsinore;
i. Any decision to liquidate any Interest of Restart III, L.P.,
involving Elsinore and FQI;
j. Causing, directly or indirectly, any change in the corporate
charter, by-laws, management, policies or operations of Elsinore and FQI.
(Sections 1 and 2 herein are collectively referred to as "Decision-Making").
3. That should John C. "Bruce" Waterfall become incapacitated or should
John C. "Bruce" Waterfall resign his position with Prime III, L.P., or sell
his interest therein, he shall immediately notify the Board and the
Commission, and cause his successor to file appropriate Nevada gaming
applications with the Board and the Commission.
4. This Agreement may be executed by facsimile and in one or more
counterparts, each of which shall have the full force and effect of an
original and which taken together shall constitute one agreement.
EFFECTIVE this 28th day of February, 1997.
PRIME GROUP III, L.P.
/s/ Edwin Morgens
______________________________________
By: Edwin Morgens,
Chairman of the Board of Directors
of Prime, Inc., the General Partner
of PRIME GROUP III, L.P.
Page 77 of 112 Pages
<PAGE>
EXHIBIT 3-18
RESOLUTION BY UNANIMOUS WRITTEN CONSENT OF
THE BOARD OF DIRECTORS OF PRIME, INC., TO LIMIT ALL DECISION-
MAKING FOR ELSINORE CORPORATION AND THE FOUR QUEENS, INC.,
SOLELY TO JOHN C. "BRUCE" WATERFALL
WHEREAS, as part of a plan of reorganization, RESTART PARTNERS III,
L.P., a Delaware Limited Partnership ("Restart III"), may acquire an ownership
interest in Elsinore Corporation ("Elsinore") or the Four Queens, Inc.
("FQI");
WHEREAS, the management and operation of Restart III, pursuant to
Section 6.1 of the RESTART PARTNERS III, L.P. LIMITED PARTNERSHIP AGREEMENT is
vested exclusively in PRIME GROUP III, L.P. ("Prime III, L.P.") as its General
Partner;
WHEREAS, the management and operation of Prime III, L.P., pursuant to
Section 5.1 of the PRIME GROUP III, L.P. LIMITED PARTNERSHIP AGREEMENT is
vested exclusively in Prime, Inc., a Delaware corporation, as its General
Partner;
WHEREAS, pursuant to Section 6.3(a) of the RESTART PARTNERS III, L.P.
LIMITED PARTNERSHIP AGREEMENT, Restart III is required to pay Morgens,
Waterfall, Vintiadis & Company, Inc. ("MWV, Inc.") for managing the business
and affairs of Restart III;
WHEREAS, John C. "Bruce" Waterfall has agreed to perform all Decision-
Making (as defined herein) for Elsinore and FQI on behalf of Prime, Inc.;
WHEREAS, Prime, Inc., has agreed to limit all Decision-Making (as defined
herein) for Elsinore and FQI solely to John C. "Bruce" Waterfall;
NOW, WHEREFORE, for consideration for the receipt of a gaming license
for Elsinore and FQI from the Nevada Gaming Control Board (the "Board") and
the Nevada Gaming Commission (the "Commission"), and other good and valuable
consideration, the Board of Directors of Prime, Inc., unanimously resolves as
follows:
1. RESOLVED, that with respect to any investment interests ("Interest")
of Prime, Inc., that John C. "Bruce" Waterfall shall be the only officer,
director, trustee or partner to be actively and directly engaged in the
administration or supervision of, or have any significant involvement with the
activities of Elsinore or its gaming subsidiary, FQI, or any subsidiary or
intermediary company of Elsinore.
2. RESOLVED, that any decisions or actions by Prime, Inc., involving
Elsinore shall be made solely by John C. "Bruce" Waterfall, including but not
limited to, the following types of decisions and actions:
a. Exercising any and all voting rights for Elsinore and FQI
securities;
Page 78 of 112 Pages
<PAGE>
b. Serving as a member of the Elsinore or FQI Board of Directors;
c. Serving as an officer of Elsinore and FQI;
d. Nominating members of the Board of Directors for Elsinore and
FQI;
e. Making financial inquiries regarding Elsinore, FQI and
affiliated companies;
f. Making operational inquiries related to Elsinore, FQI and
affiliated companies;
g. Providing guidance with respect to policy, financial, and
operational decisions, with respect to Elsinore, FQI, and any other subsidiary
or affiliated company of Elsinore as well as any potential investment
opportunity for Elsinore or its subsidiaries or affiliates;
h. Providing guidance with respect to personnel decisions with
respect to Elsinore, FQI and any subsidiary or affiliated company of Elsinore;
i. Any decision to liquidate any Interest of Prime, Inc., involving
Elsinore and FQI;
j. Causing, directly or indirectly, any change in the corporate
charter, by-laws, management, policies or operations of Elsinore and FQI.
(Sections 1 and 2 herein are collectively referred to as "Decision-Making").
3. RESOLVED, that should John C. "Bruce" Waterfall become incapacitated
or should John C. "Bruce" Waterfall resign his position with Prime, Inc., or
sell his interest therein, he shall immediately notify the Board and the
Commission, and cause his successor to file appropriate Nevada gaming
applications with the Board and the Commission.
4. RESOLVED, that Edwin Morgens, Chairman of the Board of Directors, is
hereby authorized on behalf of Prime, Inc., as the General Partner of PRIME
GROUP III, L.P., to agree to and execute that AGREEMENT OF PRIME GROUP III,
L.P., TO LIMIT ALL DECISION-MAKING FOR ELSINORE CORPORATION AND THE FOUR
QUEENS, INC., SOLELY TO JOHN C. "BRUCE" WATERFALL.
5. RESOLVED, that Edwin Morgens, Chairman of the Board of Directors, on
behalf of Prime, Inc., as the General Partner of PRIME GROUP III, L.P., which
is the General Partner of RESTART PARTNERS III, L.P., is hereby authorized to
agree to and execute that AGREEMENT OF RESTART PARTNERS III, L.P., TO LIMIT
ALL DECISION-MAKING FOR ELSINORE CORPORATION AND THE FOUR QUEENS, INC., SOLELY
TO JOHN C. "BRUCE" WATERFALL.
6. RESOLVED, this Resolution may be executed by facsimile and in one or
more counterparts, each of which shall have the full force and effect of an
original and which taken together shall constitute one agreement.
Page 79 of 112 Pages
<PAGE>
7. RESOLVED, that undersigned, being all of the Directors of Prime,
Inc., do hereby unanimously take, and adopt, the above resolutions in Sections
1, 2, 3, 4, 5 and 6 in writing, without a meeting.
DATED this 28th day of February, 1997.
/s/ Edwin Morgens
______________________________________
By: Edwin Morgens,
/s/ John C. "Bruce" Waterfall
______________________________________
John C. "Bruce" Waterfall, Director
Page 80 of 112 Pages
<PAGE>
EXHIBIT 3-19
RESOLUTION BY UNANIMOUS WRITTEN CONSENT OF
THE BOARD OF DIRECTORS OF MORGENS, WATERFALL, VINTIADIS &
COMPANY, INC. AS THE MANAGER OF RESTART PARTNERS III, L.P. TO LIMIT
DECISION-MAKING FOR ELSINORE CORPORATION AND THE FOUR QUEENS, INC.
SOLELY TO JOHN C. "BRUCE" WATERFALL
WHEREAS, as part of a plan of reorganization, RESTART PARTNERS III,
L.P., a Delaware Limited Partnership ("Restart III"), may acquire an ownership
interest in Elsinore Corporation ("Elsinore") or the Four Queens, Inc.
("FQI");
WHEREAS, the management and operation of Restart III, pursuant to
Section 6.1 of the RESTART PARTNERS III, L.P. LIMITED PARTNERSHIP AGREEMENT is
vested exclusively in PRIME GROUP III, L.P. ("Prime III, L.P.") as its General
Partner;
WHEREAS, the management and operation of Prime III, L.P., pursuant to
Section 5.1 of the PRIME GROUP III, L.P. LIMITED PARTNERSHIP AGREEMENT is
vested exclusively in Prime, Inc., a Delaware corporation, as its General
Partner;
WHEREAS, pursuant to Section 6.3(a) of the RESTART PARTNERS III, L.P.
LIMITED PARTNERSHIP AGREEMENT, Restart III is required to pay Morgens,
Waterfall, Vintiadis & Company, Inc. ("MWV, Inc.") for managing the business
and affairs of Restart;
WHEREAS, John C. "Bruce" Waterfall has agreed to perform all Decision-
Making (as defined herein) for Elsinore and FQI on behalf of MWV, Inc.;
WHEREAS, MWV, Inc., has agreed to limit all Decision-Making (as defined
herein) for Elsinore and FQI solely to John C. "Bruce" Waterfall;
NOW, WHEREFORE, in consideration of a receipt of a gaming license for
Elsinore and FQI from the Nevada Gaming Control Board (the "Board") and the
Nevada Gaming Commission (the "Commission"), and other good and valuable
consideration, the Board of Directors of MWV, Inc., unanimously resolves as
follows:
1. RESOLVED, that with respect to any investment interests ("Interest")
of MWV, Inc., that John C. "Bruce" Waterfall shall be the only officer,
director, trustee or partner to be actively and directly engaged in the
administration or supervision of, or have any significant involvement with the
activities of Elsinore or its gaming subsidiary, FQI, or any subsidiary or
intermediary company of Elsinore.
2. RESOLVED, that any decisions or actions by MWV, Inc., involving
Elsinore shall be made solely by John C. "Bruce" Waterfall, including but not
limited to, the following types of decisions and actions:
Page 81 of 112 Pages
<PAGE>
a. Exercising any and all voting rights for Elsinore and FQI
securities;
b. Serving as a member of the Elsinore or FQI Board of Directors;
c. Serving as an officer of Elsinore and FQI;
d. Nominating members of the Board of Directors for Elsinore and
FQI;
e. Making financial inquiries regarding Elsinore, FQI and
affiliated companies;
f. Making operational inquiries related to Elsinore, FQI and
affiliated companies;
g. Providing guidance with respect to policy, financial, and
operational decisions, with respect to Elsinore, FQI, and any other subsidiary
or affiliated company of Elsinore as well as any potential investment
opportunity for Elsinore or its subsidiaries or affiliates;
h. Providing guidance with respect to personnel decisions with
respect to Elsinore, FQI and any subsidiary or affiliated company of Elsinore;
i. Any decision to liquidate any Interest of MWV, Inc., involving
Elsinore and FQI;
j. Causing, directly or indirectly, any change in the corporate
charter, by-laws, management, policies or operations of Elsinore and FQI.
(Sections 1 and 2 herein are collectively referred to as "Decision-Making").
3. RESOLVED, that should John C. "Bruce" Waterfall become incapacitated
or should John C. "Bruce" Waterfall resign his position with MWV, Inc., or
sell his interest therein, he shall immediately notify the Board and the
Commission, and cause his successor to file appropriate Nevada gaming
applications with the Board and the Commission.
4. RESOLVED, that Resolution may be executed by facsimile and in one or
more counterparts, each of which shall have the full force and effect of an
original and which taken together shall constitute one agreement.
5. RESOLVED, that undersigned, being all of the Directors of MWV, Inc.,
do hereby unanimously take, and adopt, the above resolutions in Sections 1, 2,
3 and 4 in writing, without a meeting.
EFFECTIVE this 28th day of February, 1997.
/s/ Edwin Morgens
______________________________________
Edwin Morgens, Director
/s/ John C. "Bruce" Waterfall
______________________________________
John C. "Bruce" Waterfall, Director
Page 82 of 112 Pages
<PAGE>
EXHIBIT 3-20
AGREEMENT OF RESTART PARTNERS IV, L.P.
TO LIMIT ALL DECISION-MAKING FOR
ELSINORE CORPORATION AND THE FOUR QUEENS, INC.
SOLELY TO JOHN C. "BRUCE" WATERFALL
WHEREAS, as part of a plan of reorganization, RESTART PARTNERS IV, L.P.,
a Delaware Limited Partnership ("Restart IV"), may acquire an ownership
interest in Elsinore Corporation ("Elsinore") or the Four Queens, Inc.
("FQI");
WHEREAS, the management and operation of Restart, pursuant to Section
6.1 of the RESTART PARTNERS IV, L.P. LIMITED PARTNERSHIP AGREEMENT is vested
exclusively in PRIME GROUP IV, L.P. ("Prime IV, L.P.") as its General Partner;
WHEREAS, the management and operation of Prime IV, L.P., pursuant to
Section 5.1 of the PRIME GROUP IV, L.P. LIMITED PARTNERSHIP AGREEMENT is
vested exclusively in Prime, Inc., a Delaware corporation, as its General
Partner;
WHEREAS, pursuant to Section 6.3(a) of the RESTART PARTNERS IV, L.P.
LIMITED PARTNERSHIP AGREEMENT, Restart IV is required to pay Morgens,
Waterfall, Vintiadis & Company, Inc. ("MWV, Inc.") for managing the business
and affairs of Restart IV;
WHEREAS, John C. "Bruce" Waterfall has agreed to perform all Decision-
Making (as defined herein) for Elsinore and FQI on behalf of Restart IV;
WHEREAS, Restart IV has agreed to limit all Decision-Making (as defined
herein) for Elsinore and FQI solely to John C. "Bruce" Waterfall;
NOW, WHEREFORE, in consideration for the receipt of a gaming license
from the Nevada Gaming Control Board (the "Board") and the Nevada Gaming
Commission (the "Commission") for Elsinore and FQI, and other good and
valuable consideration, Restart IV agrees as follows:
1. That with respect to any investment interests ("Interest") of
Restart IV, that John C. "Bruce" Waterfall shall be the only officer,
director, trustee or partner to be actively and directly engaged in the
administration or supervision of, or have any significant involvement with the
activities of Elsinore or its gaming subsidiary, FQI, or any subsidiary or
intermediary company of Elsinore; and,
2. That any decisions or actions by Restart IV involving Elsinore shall
be made solely by John C. "Bruce" Waterfall, including but not limited to, the
following types of decisions and actions:
a. Exercising any and all voting rights for Elsinore and FQI
securities;
Page 83 of 112 Pages
<PAGE>
b. Serving as a member of the Elsinore or FQI Board of Directors;
c. Serving as an officer of Elsinore and FQI;
d. Nominating members of the Board of Directors for Elsinore and
FQI;
e. Making financial inquiries regarding Elsinore, FQI and
affiliated companies;
f. Making operational inquiries related to Elsinore, FQI and
affiliated companies;
g. Providing guidance with respect to policy, financial, and
operational decisions, with respect to Elsinore, FQI, and any other subsidiary
or affiliated company of Elsinore as well as any potential investment
opportunity for Elsinore or its subsidiaries or affiliates;
h. Providing guidance with respect to personnel decisions with
respect to Elsinore, FQI and any subsidiary or affiliated company of Elsinore;
i. Any decision to liquidate any Interest of Restart IV, involving
Elsinore and FQI;
j. Causing, directly or indirectly, any change in the corporate
charter, by-laws, management, policies or operations of Elsinore and FQI.
(Sections 1 and 2 herein are collectively referred to as "Decision-Making").
3. That should John C. "Bruce" Waterfall become incapacitated or should
John C. "Bruce" Waterfall resign his position with Restart IV, or sell his
interest therein, he shall immediately notify the Board and the Commission,
and cause his successor to file appropriate Nevada gaming applications with
the Board and the Commission.
4. This Agreement may be executed by facsimile and in one or more
counterparts, each of which shall have the full force and effect of an
original and which taken together shall constitute one agreement.
EFFECTIVE this 28th day of February, 1997.
RESTART PARTNERS IV, L.P.
By: PRIME GROUP IV, L.P.,
the General Partner of RESTART
PARTNERS IV, L.P.
/s/ Edwin Morgens
__________________________________
By: Edwin Morgens,
Chairman of the Board of Directors
of Prime, Inc., the General Partner
of PRIME GROUP IV, L.P.
Page 84 of 112 Pages
<PAGE>
EXHIBIT 3-21
AGREEMENT OF PRIME GROUP IV, L.P.,
TO LIMIT ALL DECISION-MAKING FOR ELSINORE CORPORATION
AND THE FOUR QUEENS, INC.,
SOLELY TO JOHN C. "BRUCE" WATERFALL
WHEREAS, as part of a plan of reorganization, RESTART PARTNERS IV, L.P.,
a Delaware Limited Partnership ("Restart IV"), may acquire an ownership
interest in Elsinore Corporation ("Elsinore") or the Four Queens, Inc.
("FQI");
WHEREAS, the management and operation of Restart, pursuant to Section
6.1 of the RESTART PARTNERS IV, L.P. LIMITED PARTNERSHIP AGREEMENT is vested
exclusively in PRIME GROUP IV, L.P. ("Prime IV, L.P.") as its General Partner;
WHEREAS, the management and operation of Prime IV, L.P., pursuant to
Section 5.1 of the PRIME GROUP IV, L.P. LIMITED PARTNERSHIP AGREEMENT is
vested exclusively in Prime, Inc., a Delaware corporation, as its General
Partner;
WHEREAS, pursuant to Section 6.3(a) of the RESTART PARTNERS IV, L.P.
LIMITED PARTNERSHIP AGREEMENT, Restart IV is required to pay Morgens,
Waterfall, Vintiadis & Company, Inc. ("MWV, Inc.") for managing the business
and affairs of Restart IV;
WHEREAS, John C. "Bruce" Waterfall has agreed to perform all Decision-
Making (as defined herein) for Elsinore and FQI on behalf of Prime IV, L.P.;
WHEREAS, Prime IV, L.P., has agreed to limit all Decision-Making (as
defined herein) for Elsinore and FQI solely to John C. "Bruce" Waterfall;
NOW, WHEREFORE, in consideration for the receipt of a gaming license for
Elsinore and FQI from the Nevada Gaming Control Board (the "Board") and the
Nevada Gaming Commission (the "Commission"), and other good and valuable
consideration, Prime IV, L.P., agrees as follows:
1. That with respect to any investment interests ("Interest") of Prime
IV, L.P., that John C. "Bruce" Waterfall shall be the only officer, director,
trustee or partner to be actively and directly engaged in the administration
or supervision of, or have any significant involvement with the activities of
Elsinore or its gaming subsidiary, FQI, or any subsidiary or intermediary
company of Elsinore; and,
2. That any decisions or actions by Prime IV, L.P., involving Elsinore
shall be made solely by John C. "Bruce" Waterfall, including but not limited
to, the following types of decisions and actions:
a. Exercising any and all voting rights for Elsinore and FQI
securities;
Page 85 of 112 Pages
<PAGE>
b. Serving as a member of the Elsinore or FQI Board of Directors;
c. Serving as an officer of Elsinore and FQI;
d. Nominating members of the Board of Directors for Elsinore and
FQI;
e. Making financial inquiries regarding Elsinore, FQI and
affiliated companies;
f. Making operational inquiries related to Elsinore, FQI and
affiliated companies;
g. Providing guidance with respect to policy, financial, and
operational decisions, with respect to Elsinore, FQI, and any other subsidiary
or affiliated company of Elsinore as well as any potential investment
opportunity for Elsinore or its subsidiaries or affiliates;
h. Providing guidance with respect to personnel decisions with
respect to Elsinore, FQI and any subsidiary or affiliated company of Elsinore;
i. Any decision to liquidate any Interest of Prime IV, L.P.,
involving Elsinore and FQI;
j. Causing, directly or indirectly, any change in the corporate
charter, by-laws, management, policies or operations of Elsinore and FQI.
(Sections 1 and 2 herein are collectively referred to as "Decision-Making").
3. That should John C. "Bruce" Waterfall become incapacitated or should
John C. "Bruce" Waterfall resign his position with Prime IV, L.P., or sell his
interest therein, he shall immediately notify the Board and the Commission,
and cause his successor to file appropriate Nevada gaming applications with
the Board and the Commission.
4. This Agreement may be executed by facsimile and in one or more
counterparts, each of which shall have the full force and effect of an
original and which taken together shall constitute one agreement.
EFFECTIVE this 28th day of February, 1997.
PRIME GROUP IV, L.P.
/s/ Edwin Morgens
__________________________________
By: Edwin Morgens,
Chairman of the Board of Directors
of Prime, Inc., the General Partner
of PRIME GROUP IV, L.P.
Page 86 of 112 Pages
<PAGE>
EXHIBIT 3-22
RESOLUTION BY UNANIMOUS WRITTEN CONSENT OF
THE BOARD OF DIRECTORS OF PRIME, INC., TO LIMIT ALL DECISION-
MAKING FOR ELSINORE CORPORATION AND THE FOUR QUEENS, INC.,
SOLELY TO JOHN C. "BRUCE" WATERFALL
WHEREAS, as part of a plan of reorganization, RESTART PARTNERS IV, L.P.,
a Delaware Limited Partnership ("Restart IV"), may acquire an ownership
interest in Elsinore Corporation ("Elsinore") or the Four Queens, Inc.
("FQI");
WHEREAS, the management and operation of Restart IV, pursuant to Section
6.1 of the RESTART PARTNERS IV, L.P. LIMITED PARTNERSHIP AGREEMENT is vested
exclusively in PRIME GROUP IV, L.P. ("Prime IV, L.P.") as its General Partner;
WHEREAS, the management and operation of Prime IV, L.P., pursuant to
Section 5.1 of the PRIME GROUP IV, L.P. LIMITED PARTNERSHIP AGREEMENT is
vested exclusively in Prime, Inc., a Delaware corporation, as its General
Partner;
WHEREAS, pursuant to Section 6.3(a) of the RESTART PARTNERS IV, L.P.
LIMITED PARTNERSHIP AGREEMENT, Restart IV is required to pay Morgens,
Waterfall, Vintiadis & Company, Inc. ("MWV, Inc.") for managing the business
and affairs of Restart IV;
WHEREAS, John C. "Bruce" Waterfall has agreed to perform all Decision-
Making (as defined herein) for Elsinore and FQI on behalf of Prime, Inc.;
WHEREAS, Prime, Inc., has agreed to limit all Decision-Making (as
defined herein) for Elsinore and FQI solely to John C. "Bruce" Waterfall;
NOW, WHEREFORE, for consideration for the receipt of a gaming license
for Elsinore and FQI from the Nevada Gaming Control Board (the "Board") and
the Nevada Gaming Commission (the "Commission"), and other good and valuable
consideration, the Board of Directors of Prime, Inc., unanimously resolves as
follows:
1. RESOLVED, that with respect to any investment interests ("Interest")
of Prime, Inc., that John C. "Bruce" Waterfall shall be the only officer,
director, trustee or partner to be actively and directly engaged in the
administration or supervision of, or have any significant involvement with the
activities of Elsinore or its gaming subsidiary, FQI, or any subsidiary or
intermediary company of Elsinore.
2. RESOLVED, that any decisions or actions by Prime, Inc., involving
Elsinore shall be made solely by John C. "Bruce" Waterfall, including but not
limited to, the following types of decisions and actions:
a. Exercising any and all voting rights for Elsinore and FQI
securities;
Page 87 of 112 Pages
<PAGE>
b. Serving as a member of the Elsinore or FQI Board of Directors;
c. Serving as an officer of Elsinore and FQI;
d. Nominating members of the Board of Directors for Elsinore and
FQI;
e. Making financial inquiries regarding Elsinore, FQI and
affiliated companies;
f. Making operational inquiries related to Elsinore, FQI and
affiliated companies;
g. Providing guidance with respect to policy, financial, and
operational decisions, with respect to Elsinore, FQI, and any other subsidiary
or affiliated company of Elsinore as well as any potential investment
opportunity for Elsinore or its subsidiaries or affiliates;
h. Providing guidance with respect to personnel decisions with
respect to Elsinore, FQI and any subsidiary or affiliated company of Elsinore;
i. Any decision to liquidate any Interest of Prime, Inc., involving
Elsinore and FQI;
j. Causing, directly or indirectly, any change in the corporate
charter, by-laws, management, policies or operations of Elsinore and FQI.
(Sections 1 and 2 herein are collectively referred to as "Decision-Making").
3. RESOLVED, that should John C. "Bruce" Waterfall become incapacitated
or should John C. "Bruce" Waterfall resign his position with Prime, Inc., or
sell his interest therein, he shall immediately notify the Board and the
Commission, and cause his successor to file appropriate Nevada gaming
applications with the Board and the Commission.
4. RESOLVED, that Edwin Morgens, Chairman of the Board of Directors, is
hereby authorized on behalf of Prime, Inc., as the General Partner of PRIME
GROUP IV, L.P., to agree to and execute that AGREEMENT OF PRIME GROUP IV,
L.P., TO LIMIT ALL DECISION-MAKING FOR ELSINORE CORPORATION AND THE FOUR
QUEENS, INC., SOLELY TO JOHN C. "BRUCE" WATERFALL.
5. RESOLVED, that Edwin Morgens, Chairman of the Board of Directors, on
behalf of Prime, Inc., as the General Partner of PRIME GROUP IV, L.P., which
is the General Partner of RESTART PARTNERS IV, L.P., is hereby authorized to
agree to and execute that AGREEMENT OF RESTART PARTNERS IV, L.P., TO LIMIT ALL
DECISION-MAKING FOR ELSINORE CORPORATION AND THE FOUR QUEENS, INC., SOLELY TO
JOHN C. "BRUCE" WATERFALL.
6. RESOLVED, this Resolution may be executed by facsimile and in one or
more counterparts, each of which shall have the full force and effect of an
original and which taken together shall constitute one agreement.
Page 88 of 112 Pages
<PAGE>
7. RESOLVED, that undersigned, being all of the Directors of Prime,
Inc., do hereby unanimously take, and adopt, the above resolutions in Sections
1, 2, 3, 4, 5 and 6 in writing, without a meeting.
DATED this 28th day of February, 1997.
/s/ Edwin Morgens
__________________________________
Edwin Morgens, Director
/s/ John C. "Bruce" Waterfall
_____________________________________
John C. "Bruce" Waterfall, Director
Page 89 of 112 Pages
<PAGE>
EXHIBIT 3-23
RESOLUTION BY UNANIMOUS WRITTEN CONSENT OF
THE BOARD OF DIRECTORS OF MORGENS, WATERFALL, VINTIADIS &
COMPANY, INC. AS THE MANAGER OF RESTART PARTNERS IV, L.P. TO LIMIT
DECISION-MAKING FOR ELSINORE CORPORATION AND THE FOUR QUEENS,
INC. SOLELY TO JOHN C. "BRUCE" WATERFALL
WHEREAS, as part of a plan of reorganization, RESTART PARTNERS IV, L.P.,
a Delaware Limited Partnership ("Restart IV"), may acquire an ownership
interest in Elsinore Corporation ("Elsinore") or the Four Queens, Inc.
("FQI");
WHEREAS, the management and operation of Restart IV, pursuant to Section
6.1 of the RESTART PARTNERS IV, L.P. LIMITED PARTNERSHIP AGREEMENT is vested
exclusively in PRIME GROUP IV, L.P. ("Prime IV, L.P.") as its General Partner;
WHEREAS, the management and operation of Prime IV, L.P., pursuant to
Section 5.1 of the PRIME GROUP IV, L.P. LIMITED PARTNERSHIP AGREEMENT is
vested exclusively in Prime, Inc., a Delaware corporation, as its General
Partner;
WHEREAS, pursuant to Section 6.3(a) of the RESTART PARTNERS IV, L.P.
LIMITED PARTNERSHIP AGREEMENT, Restart IV is required to pay Morgens,
Waterfall, Vintiadis & Company, Inc. ("MWV, Inc.") for managing the business
and affairs of Restart;
WHEREAS, John C. "Bruce" Waterfall has agreed to perform all Decision-
Making (as defined herein) for Elsinore and FQI on behalf of MWV, Inc.;
WHEREAS, MWV, Inc., has agreed to limit all Decision-Making (as defined
herein) for Elsinore and FQI solely to John C. "Bruce" Waterfall;
NOW, WHEREFORE, in consideration of a receipt of a gaming license for
Elsinore and FQI from the Nevada Gaming Control Board (the "Board") and the
Nevada Gaming Commission (the "Commission"), and other good and valuable
consideration, the Board of Directors of MWV, Inc., unanimously resolves as
follows:
1. RESOLVED, that with respect to any investment interests ("Interest")
of MWV, Inc., that John C. "Bruce" Waterfall shall be the only officer,
director, trustee or partner to be actively and directly engaged in the
administration or supervision of, or have any significant involvement with the
activities of Elsinore or its gaming subsidiary, FQI, or any subsidiary or
intermediary company of Elsinore.
2. RESOLVED, that any decisions or actions by MWV, Inc., involving
Elsinore shall be made solely by John C. "Bruce" Waterfall, including but not
limited to, the following types of decisions and actions:
a. Exercising any and all voting rights for Elsinore and FQI
securities;
Page 90 of 112 Pages
<PAGE>
b. Serving as a member of the Elsinore or FQI Board of Directors;
c. Serving as an officer of Elsinore and FQI;
d. Nominating members of the Board of Directors for Elsinore and
FQI;
e. Making financial inquiries regarding Elsinore, FQI and
affiliated companies;
f. Making operational inquiries related to Elsinore, FQI and
affiliated companies;
g. Providing guidance with respect to policy, financial, and
operational decisions, with respect to Elsinore, FQI, and any other subsidiary
or affiliated company of Elsinore as well as any potential investment
opportunity for Elsinore or its subsidiaries or affiliates;
h. Providing guidance with respect to personnel decisions with
respect to Elsinore, FQI and any subsidiary or affiliated company of Elsinore;
i. Any decision to liquidate any Interest of MWV, Inc., involving
Elsinore and FQI;
j. Causing, directly or indirectly, any change in the corporate
charter, by-laws, management, policies or operations of Elsinore and FQI.
(Sections 1 and 2 herein are collectively referred to as "Decision-Making").
3. RESOLVED, that should John C. "Bruce" Waterfall become incapacitated
or should John C. "Bruce" Waterfall resign his position with MWV, Inc., or
sell his interest therein, he shall immediately notify the Board and the
Commission, and cause his successor to file appropriate Nevada gaming
applications with the Board and the Commission.
4. RESOLVED, that Resolution may be executed by facsimile and in one or
more counterparts, each of which shall have the full force and effect of an
original and which taken together shall constitute one agreement.
Page 91 of 112 Pages
<PAGE>
5. RESOLVED, that undersigned, being all of the Directors of MWV, Inc.,
do hereby unanimously take, and adopt, the above resolutions in Sections 1, 2,
3 and 4 in writing, without a meeting.
EFFECTIVE this 28th day of February, 1997.
/s/ Edwin Morgens
__________________________________
Edwin Morgens, Director
/s/ John C. "Bruce" Waterfall
_____________________________________
John C. "Bruce" Waterfall, Director
Page 92 of 112 Pages
<PAGE>
EXHIBIT 3-24
AGREEMENT OF RESTART PARTNERS V, L.P.
TO LIMIT ALL DECISION-MAKING FOR
ELSINORE CORPORATION AND THE FOUR QUEENS, INC.
SOLELY TO JOHN C. "BRUCE" WATERFALL
WHEREAS, as part of a plan of reorganization, RESTART PARTNERS V, L.P.,
a Delaware Limited Partnership ("Restart V"), may acquire an ownership
interest in Elsinore Corporation ("Elsinore") or the Four Queens, Inc.
("FQI");
WHEREAS, the management and operation of Restart, pursuant to Section
6.1 of the RESTART PARTNERS V, L.P. LIMITED PARTNERSHIP AGREEMENT is vested
exclusively in PRIME GROUP V, L.P. ("Prime V, L.P.") as its General Partner;
WHEREAS, the management and operation of Prime V, L.P., pursuant to
Section 5.1 of the PRIME GROUP V, L.P. LIMITED PARTNERSHIP AGREEMENT is vested
exclusively in Prime, Inc., a Delaware corporation, as its General Partner;
WHEREAS, pursuant to Section 6.3(a) of the RESTART PARTNERS V, L.P.
LIMITED PARTNERSHIP AGREEMENT, Restart V is required to pay Morgens,
Waterfall, Vintiadis & Company, Inc. ("MWV, Inc.") for managing the business
and affairs of Restart V;
WHEREAS, John C. "Bruce" Waterfall has agreed to perform all Decision-
Making (as defined herein) for Elsinore and FQI on behalf of Restart V;
WHEREAS, Restart V has agreed to limit all Decision-Making (as defined
herein) for Elsinore and FQI solely to John C. "Bruce" Waterfall;
NOW, WHEREFORE, in consideration for the receipt of a gaming license
from the Nevada Gaming Control Board (the "Board") and the Nevada Gaming
Commission (the "Commission") for Elsinore and FQI, and other good and
valuable consideration, Restart V agrees as follows:
1. That with respect to any investment interests ("Interest") of
Restart V, that John C. "Bruce" Waterfall shall be the only officer, director,
trustee or partner to be actively and directly engaged in the administration
or supervision of, or have any significant involvement with the activities of
Elsinore or its gaming subsidiary, FQI, or any subsidiary or intermediary
company of Elsinore; and,
2. That any decisions or actions by Restart V involving Elsinore shall
be made solely by John C. "Bruce" Waterfall, including but not limited to, the
following types of decisions and actions:
a. Exercising any and all voting rights for Elsinore and FQI
securities;
b. Serving as a member of the Elsinore or FQI Board of Directors;
c. Serving as an officer of Elsinore and FQI;
Page 93 of 112 Pages
<PAGE>
d. Nominating members of the Board of Directors for Elsinore and
FQI;
e. Making financial inquiries regarding Elsinore, FQI and
affiliated companies;
f. Making operational inquiries related to Elsinore, FQI and
affiliated companies;
g. Providing guidance with respect to policy, financial, and
operational decisions, with respect to Elsinore, FQI, and any other subsidiary
or affiliated company of Elsinore as well as any potential investment
opportunity for Elsinore or its subsidiaries or affiliates;
h. Providing guidance with respect to personnel decisions with
respect to Elsinore, FQI and any subsidiary or affiliated company of Elsinore;
i. Any decision to liquidate any Interest of Restart V, involving
Elsinore and FQI;
j. Causing, directly or indirectly, any change in the corporate
charter, by-laws, management, policies or operations of Elsinore and FQI.
(Sections 1 and 2 herein are collectively referred to as "Decision-Making").
3. That should John C. "Bruce" Waterfall become incapacitated or should
John C. "Bruce" Waterfall resign his position with Restart V, or sell his
interest therein, he shall immediately notify the Board and the Commission,
and cause his successor to file appropriate Nevada gaming applications with
the Board and the Commission.
4. This Agreement may be executed by facsimile and in one or more
counterparts, each of which shall have the full force and effect of an
original and which taken together shall constitute one agreement.
EFFECTIVE this 28th day of February, 1997.
RESTART PARTNERS V, L.P.
By: PRIME GROUP V, L.P.,
the General Partner of RESTART
PARTNERS V, L.P.
/s/ Edwin Morgens
_____________________________________
By: Edwin Morgens,
Chairman of the Board of Directors
of Prime, Inc., the General Partner
of PRIME GROUP V, L.P.
Page 94 of 112 Pages
<PAGE>
EXHIBIT 3-25
AGREEMENT OF PRIME GROUP V, L.P.,
TO LIMIT ALL DECISION-MAKING FOR ELSINORE CORPORATION
AND THE FOUR QUEENS, INC.,
SOLELY TO JOHN C. "BRUCE" WATERFALL
WHEREAS, as part of a plan of reorganization, RESTART PARTNERS V, L.P.,
a Delaware Limited Partnership ("Restart V"), may acquire an ownership
interest in Elsinore Corporation ("Elsinore") or the Four Queens, Inc.
("FQI");
WHEREAS, the management and operation of Restart, pursuant to Section
6.1 of the RESTART PARTNERS V, L.P. LIMITED PARTNERSHIP AGREEMENT is vested
exclusively in PRIME GROUP V, L.P. ("Prime V, L.P.") as its General Partner;
WHEREAS, the management and operation of Prime V, L.P., pursuant to
Section 5.1 of the PRIME GROUP V, L.P. LIMITED PARTNERSHIP AGREEMENT is vested
exclusively in Prime, Inc., a Delaware corporation, as its General Partner;
WHEREAS, pursuant to Section 6.3(a) of the RESTART PARTNERS V, L.P.
LIMITED PARTNERSHIP AGREEMENT, Restart V is required to pay Morgens,
Waterfall, Vintiadis & Company, Inc. ("MWV, Inc.") for managing the business
and affairs of Restart V;
WHEREAS, John C. "Bruce" Waterfall has agreed to perform all Decision-
Making (as defined herein) for Elsinore and FQI on behalf of Prime V, L.P.;
WHEREAS, Prime V, L.P., has agreed to limit all Decision-Making (as
defined herein) for Elsinore and FQI solely to John C. "Bruce" Waterfall;
NOW, WHEREFORE, in consideration for the receipt of a gaming license for
Elsinore and FQI from the Nevada Gaming Control Board (the "Board") and the
Nevada Gaming Commission (the "Commission"), and other good and valuable
consideration, Prime V, L.P., agrees as follows:
1. That with respect to any investment interests ("Interest") of Prime
V, L.P., that John C. "Bruce" Waterfall shall be the only officer, director,
trustee or partner to be actively and directly engaged in the administration
or supervision of, or have any significant involvement with the activities of
Elsinore or its gaming subsidiary, FQI, or any subsidiary or intermediary
company of Elsinore; and,
2. That any decisions or actions by Prime V, L.P., involving Elsinore
shall be made solely by John C. "Bruce" Waterfall, including but not limited
to, the following types of decisions and actions:
a. Exercising any and all voting rights for Elsinore and FQI
securities;
b. Serving as a member of the Elsinore or FQI Board of Directors;
c. Serving as an officer of Elsinore and FQI;
Page 95 of 112 Pages
<PAGE>
d. Nominating members of the Board of Directors for Elsinore and
FQI;
e. Making financial inquiries regarding Elsinore, FQI and
affiliated companies;
f. Making operational inquiries related to Elsinore, FQI and
affiliated companies;
g. Providing guidance with respect to policy, financial, and
operational decisions, with respect to Elsinore, FQI, and any other subsidiary
or affiliated company of Elsinore as well as any potential investment
opportunity for Elsinore or its subsidiaries or affiliates;
h. Providing guidance with respect to personnel decisions with
respect to Elsinore, FQI and any subsidiary or affiliated company of Elsinore;
i. Any decision to liquidate any Interest of Prime V, L.P.,
involving Elsinore and FQI;
j. Causing, directly or indirectly, any change in the corporate
charter, by-laws, management, policies or operations of Elsinore and FQI.
(Sections 1 and 2 herein are collectively referred to as "Decision-Making").
3. That should John C. "Bruce" Waterfall become incapacitated or should
John C. "Bruce" Waterfall resign his position with Prime V, L.P., or sell his
interest therein, he shall immediately notify the Board and the Commission,
and cause his successor to file appropriate Nevada gaming applications with
the Board and the Commission.
4. This Agreement may be executed by facsimile and in one or more
counterparts, each of which shall have the full force and effect of an
original and which taken together shall constitute one agreement.
EFFECTIVE this 28th day of February, 1997.
PRIME GROUP V, L.P.
/s/ Edwin Morgens
_____________________________________
By: Edwin Morgens,
Chairman of the Board of Directors
of Prime, Inc., the General Partner
of PRIME GROUP V, L.P.
Page 96 of 112 Pages
<PAGE>
EXHIBIT 3-26
RESOLUTION BY UNANIMOUS WRITTEN CONSENT OF
THE BOARD OF DIRECTORS OF PRIME, INC.,
TO LIMIT ALL DECISION-MAKING FOR ELSINORE CORPORATION
AND THE FOUR QUEENS, INC.,
SOLELY TO JOHN C. "BRUCE" WATERFALL
WHEREAS, as part of a plan of reorganization, RESTART PARTNERS V, L.P.,
a Delaware Limited Partnership ("Restart V"), may acquire an ownership
interest in Elsinore Corporation ("Elsinore") or the Four Queens, Inc.
("FQI");
WHEREAS, the management and operation of Restart V, pursuant to Section
6.1 of the RESTART PARTNERS V, L.P. LIMITED PARTNERSHIP AGREEMENT is vested
exclusively in PRIME GROUP V, L.P. ("Prime V, L.P.") as its General Partner;
WHEREAS, the management and operation of Prime V, L.P., pursuant to
Section 5.1 of the PRIME GROUP V, L.P. LIMITED PARTNERSHIP AGREEMENT is vested
exclusively in Prime, Inc., a Delaware corporation, as its General Partner;
WHEREAS, pursuant to Section 6.3(a) of the RESTART PARTNERS V, L.P.
LIMITED PARTNERSHIP AGREEMENT, Restart V is required to pay Morgens,
Waterfall, Vintiadis & Company, Inc. ("MWV, Inc.") for managing the business
and affairs of Restart V;
WHEREAS, John C. "Bruce" Waterfall has agreed to perform all Decision-
Making (as defined herein) for Elsinore and FQI on behalf of Prime, Inc.;
WHEREAS, Prime, Inc., has agreed to limit all Decision-Making (as
defined herein) for Elsinore and FQI solely to John C. "Bruce" Waterfall;
NOW, WHEREFORE, for consideration for the receipt of a gaming license
for Elsinore and FQI from the Nevada Gaming Control Board (the "Board") and
the Nevada Gaming Commission (the "Commission"), and other good and valuable
consideration, the Board of Directors of Prime, Inc., unanimously resolves as
follows:
1. RESOLVED, that with respect to any investment interests ("Interest")
of Prime, Inc., that John C. "Bruce" Waterfall shall be the only officer,
director, trustee or partner to be actively and directly engaged in the
administration or supervision of, or have any significant involvement with the
activities of Elsinore or its gaming subsidiary, FQI, or any subsidiary or
intermediary company of Elsinore.
2. RESOLVED, that any decisions or actions by Prime, Inc., involving
Elsinore shall be made solely by John C. "Bruce" Waterfall, including but not
limited to, the following types of decisions and actions:
a. Exercising any and all voting rights for Elsinore and FQI
securities;
b. Serving as a member of the Elsinore or FQI Board of Directors;
Page 97 of 112 Pages
<PAGE>
c. Serving as an officer of Elsinore and FQI;
d. Nominating members of the Board of Directors for Elsinore and
FQI;
e. Making financial inquiries regarding Elsinore, FQI and
affiliated companies;
f. Making operational inquiries related to Elsinore, FQI and
affiliated companies;
g. Providing guidance with respect to policy, financial, and
operational decisions, with respect to Elsinore, FQI, and any other subsidiary
or affiliated company of Elsinore as well as any potential investment
opportunity for Elsinore or its subsidiaries or affiliates;
h. Providing guidance with respect to personnel decisions with
respect to Elsinore, FQI and any subsidiary or affiliated company of Elsinore;
i. Any decision to liquidate any Interest of Prime, Inc., involving
Elsinore and FQI;
j. Causing, directly or indirectly, any change in the corporate
charter, by-laws, management, policies or operations of Elsinore and FQI.
(Sections 1 and 2 herein are collectively referred to as "Decision-Making").
3. RESOLVED, that should John C. "Bruce" Waterfall become incapacitated
or should John C. "Bruce" Waterfall resign his position with Prime, Inc., or
sell his interest therein, he shall immediately notify the Board and the
Commission, and cause his successor to file appropriate Nevada gaming
applications with the Board and the Commission.
4. RESOLVED, that Edwin Morgens, Chairman of the Board of Directors, is
hereby authorized on behalf of Prime, Inc., as the General Partner of PRIME
GROUP V, L.P., to agree to and execute that AGREEMENT OF PRIME GROUP V, L.P.,
TO LIMIT ALL DECISION-MAKING FOR ELSINORE CORPORATION AND THE FOUR QUEENS,
INC., SOLELY TO JOHN C. "BRUCE" WATERFALL.
5. RESOLVED, that Edwin Morgens, Chairman of the Board of Directors, on
behalf of Prime, Inc., as the General Partner of PRIME GROUP V, L.P., which is
the General Partner of RESTART PARTNERS V, L.P., is hereby authorized to agree
to and execute that AGREEMENT OF RESTART PARTNERS V, L.P., TO LIMIT ALL
DECISION-MAKING FOR ELSINORE CORPORATION AND THE FOUR QUEENS, INC., SOLELY TO
JOHN C. "BRUCE" WATERFALL.
6. RESOLVED, this Resolution may be executed by facsimile and in one or
more counterparts, each of which shall have the full force and effect of an
original and which taken together shall constitute one agreement.
Page 98 of 112 Pages
<PAGE>
7. RESOLVED, that undersigned, being all of the Directors of Prime,
Inc., do hereby unanimously take, and adopt, the above resolutions in Sections
1, 2, 3, 4, 5 and 6 in writing, without a meeting.
DATED this 28th day of February, 1997.
/s/ Edwin Morgens
_____________________________________
Edwin Morgens, Director
/s/ John C. "Bruce" Waterfall
_____________________________________
John C. "Bruce" Waterfall, Director
Page 99 of 112 Pages
<PAGE>
EXHIBIT 3-27
RESOLUTION BY UNANIMOUS WRITTEN CONSENT OF
THE BOARD OF DIRECTORS OF MORGENS, WATERFALL, VINTIADIS &
COMPANY, INC. AS THE MANAGER OF RESTART PARTNERS V, L.P. TO LIMIT
DECISION-MAKING FOR ELSINORE CORPORATION
AND THE FOUR QUEENS, INC.
SOLELY TO JOHN C. "BRUCE" WATERFALL
WHEREAS, as part of a plan of reorganization, RESTART PARTNERS V, L.P.,
a Delaware Limited Partnership ("Restart V"), may acquire an ownership
interest in Elsinore Corporation ("Elsinore") or the Four Queens, Inc.
("FQI");
WHEREAS, the management and operation of Restart V, pursuant to Section
6.1 of the RESTART PARTNERS V, L.P. LIMITED PARTNERSHIP AGREEMENT is vested
exclusively in PRIME GROUP V, L.P. ("Prime V, L.P.") as its General Partner;
WHEREAS, the management and operation of Prime V, L.P., pursuant to
Section 5.1 of the PRIME GROUP V, L.P. LIMITED PARTNERSHIP AGREEMENT is vested
exclusively in Prime, Inc., a Delaware corporation, as its General Partner;
WHEREAS, pursuant to Section 6.3(a) of the RESTART PARTNERS V, L.P.
LIMITED PARTNERSHIP AGREEMENT, Restart V is required to pay Morgens,
Waterfall, Vintiadis & Company, Inc. ("MWV, Inc.") for managing the business
and affairs of Restart;
WHEREAS, John C. "Bruce" Waterfall has agreed to perform all Decision-
Making (as defined herein) for Elsinore and FQI on behalf of MWV, Inc.;
WHEREAS, MWV, Inc., has agreed to limit all Decision-Making (as defined
herein) for Elsinore and FQI solely to John C. "Bruce" Waterfall;
NOW, WHEREFORE, in consideration of a receipt of a gaming license for
Elsinore and FQI from the Nevada Gaming Control Board (the "Board") and the
Nevada Gaming Commission (the "Commission"), and other good and valuable
consideration, the Board of Directors of MWV, Inc., unanimously resolves as
follows:
1. RESOLVED, that with respect to any investment interests ("Interest")
of MWV, Inc., that John C. "Bruce" Waterfall shall be the only officer,
director, trustee or partner to be actively and directly engaged in the
administration or supervision of, or have any significant involvement with the
activities of Elsinore or its gaming subsidiary, FQI, or any subsidiary or
intermediary company of Elsinore.
2. RESOLVED, that any decisions or actions by MWV, Inc., involving
Elsinore shall be made solely by John C. "Bruce" Waterfall, including but not
limited to, the following types of decisions and actions:
a. Exercising any and all voting rights for Elsinore and FQI
securities;
Page 100 of 112 Pages
<PAGE>
b. Serving as a member of the Elsinore or FQI Board of Directors;
c. Serving as an officer of Elsinore and FQI;
d. Nominating members of the Board of Directors for Elsinore and
FQI;
e. Making financial inquiries regarding Elsinore, FQI and
affiliated companies;
f. Making operational inquiries related to Elsinore, FQI and
affiliated companies;
g. Providing guidance with respect to policy, financial, and
operational decisions, with respect to Elsinore, FQI, and any other subsidiary
or affiliated company of Elsinore as well as any potential investment
opportunity for Elsinore or its subsidiaries or affiliates;
h. Providing guidance with respect to personnel decisions with
respect to Elsinore, FQI and any subsidiary or affiliated company of Elsinore;
i. Any decision to liquidate any Interest of MWV, Inc., involving
Elsinore and FQI;
j. Causing, directly or indirectly, any change in the corporate
charter, by-laws, management, policies or operations of Elsinore and FQI.
(Sections 1 and 2 herein are collectively referred to as "Decision-Making").
3. RESOLVED, that should John C. "Bruce" Waterfall become incapacitated
or should John C. "Bruce" Waterfall resign his position with MWV, Inc., or
sell his interest therein, he shall immediately notify the Board and the
Commission, and cause his successor to file appropriate Nevada gaming
applications with the Board and the Commission.
4. RESOLVED, that Resolution may be executed by facsimile and in one or
more counterparts, each of which shall have the full force and effect of an
original and which taken together shall constitute one agreement.
5. RESOLVED, that undersigned, being all of the Directors of MWV, Inc.,
do hereby unanimously take, and adopt, the above resolutions in Sections 1, 2,
3 and 4 in writing, without a meeting.
EFFECTIVE this 28th day of February, 1997.
/s/ Edwin Morgens
_____________________________________
Edwin Morgens, Director
/s/ John C. "Bruce" Waterfall
_____________________________________
John C. "Bruce" Waterfall, Director
Page 101 of 112 Pages
<PAGE>
EXHIBIT 3-28
AMENDMENT TO THE INVESTMENT MANAGEMENT AGREEMENT DATED
DECEMBER 1, 1991, TO LIMIT DECISION-MAKING FOR ELSINORE
CORPORATION AND THE FOUR QUEENS, INC.,
SOLELY TO JOHN C. "BRUCE" WATERFALL
WHEREAS, a part of a plan of bankruptcy reorganization, THE COMMON FUND,
a New York non-profit corporation, acting on behalf of its Bond Fund (the
"Fund"), may acquire an ownership interest in Elsinore Corporation
("Elsinore") or the Four Queens, Inc. ("FQI");
WHEREAS, pursuant to Section 2(a) of the Investment Management Agreement
dated December 1, 1991, the Fund has granted full power and authority to make
all investment decisions with respect to the Invested Assets of the Fund and
to enter into such agreements and make such representations to carry out such
investment objectives on behalf of the Fund to Morgens, Waterfall, Vintiadis &
Company, Inc. ("the Fund");
WHEREAS, John C. "Bruce" Waterfall has agreed to perform all Decision-
Making (as defined herein) for Elsinore and FQI on behalf of the Fund;
WHEREAS, the Fund, has agreed to limit all Decision-Making (as defined
herein) for Elsinore and FQI solely to John C. "Bruce" Waterfall;
NOW WHEREFORE, in consideration of a receipt of a gaming license for
Elsinore and FQI from the Nevada Gaming Control Board (the "Board") and the
Nevada Gaming Commission (the "Commission"), and other good and valuable
consideration, the undersigned parties to the Investment Advisory Agreement
agree as follows:
1. That with respect to any investment interests ("Interest") of the
Fund, that John C. "Bruce" Waterfall shall be the only officer, director,
trustee or partner to be actively and directly engaged in the administration
or supervision of, or have any significant involvement with the activities of
Elsinore or its gaming subsidiary, FQI, or any subsidiary or intermediary
company of Elsinore.
2. That any decisions or actions by the Fund involving Elsinore,
including but not limited to, the following types of decisions and actions:
a. Exercising any and all voting rights for Elsinore and FQI
securities;
b. Serving as a member of the Elsinore or FQI Board of Directors;
c. Serving as an officer of Elsinore and FQI;
d. Nominating members of the Board of Directors for Elsinore and
FQI;
e. Making financial inquiries regarding Elsinore, FQI and
affiliated companies;
Page 102 of 112 Pages
<PAGE>
f. Making operational inquiries related to Elsinore, FQI and
affiliated companies;
g. Providing guidance with respect to policy, financial, and
operational decisions, with respect to Elsinore, FQI, and any other subsidiary
or affiliated company of Elsinore as well as any potential investment
opportunity for Elsinore or its subsidiaries or affiliates;
h. Providing guidance with respect to personnel decisions with
respect to Elsinore, FQI and any subsidiary or affiliated company of Elsinore;
i. Any decision to liquidate any Interest of the Fund involving
Elsinore and FQI;
j. Causing, directly or indirectly, any change in the corporate
charter, by-laws, management, policies or operations of Elsinore and FQI.
(Sections 1 and 2 herein are collectively referred to as "Decision-Making").
3. That should John C. "Bruce" Waterfall become incapacitated or should
John C. "Bruce" Waterfall resign his position with the Fund or sell his
interest therein, he shall immediately notify the Board and the Commission,
and cause his successor to file appropriate Nevada gaming applications with
the Board and the Commission.
4. Other than as provided expressly herein, all other terms and
provisions of the Investment Management Agreement dated December 1, 1991,
shall continue in full force and effect.
5. This Amendment may be executed by facsimile and in one or more
counterparts, each of which shall have the full force and effect of an
original and which taken together shall constitute one agreement.
EFFECTIVE this 28th day of February, 1997.
THE COMMON FUND,
a New York Non-Profit Corporation
____________________________________
By: ___________________
Its: ___________________
Morgens, Waterfall, Vintiadis
and Company, Inc.
/s/ Edwin Morgens
_____________________________________
By: Edwin Morgens
Its: Chairman of the Board of Directors
Page 103 of 112 Pages
<PAGE>
EXHIBIT 3-29
AMENDMENT TO THE INVESTMENT MANAGEMENT AGREEMENT DATED
DECEMBER 1, 1991, TO LIMIT DECISION-MAKING FOR ELSINORE
CORPORATION AND THE FOUR QUEENS, INC.,
SOLELY TO JOHN C. "BRUCE" WATERFALL
WHEREAS, a part of a plan of bankruptcy reorganization, THE COMMON FUND,
a New York non-profit corporation, acting on behalf of its Bond Fund (the
"Fund"), may acquire an ownership interest in Elsinore Corporation
("Elsinore") or the Four Queens, Inc. ("FQI");
WHEREAS, pursuant to Section 2(a) of the Investment Management Agreement
dated December 1, 1991, the Fund has granted full power and authority to make
all investment decisions with respect to the Invested Assets of the Fund and
to enter into such agreements and make such representations to carry out such
investment objectives on behalf of the Fund to Morgens, Waterfall, Vintiadis &
Company, Inc. ("the Fund");
WHEREAS, John C. "Bruce" Waterfall has agreed to perform all Decision-
Making (as defined herein) for Elsinore and FQI on behalf of the Fund;
WHEREAS, the Fund, has agreed to limit all Decision-Making (as defined
herein) for Elsinore and FQI solely to John C. "Bruce" Waterfall;
NOW WHEREFORE, in consideration of a receipt of a gaming license for
Elsinore and FQI from the Nevada Gaming Control Board (the "Board") and the
Nevada Gaming Commission (the "Commission"), and other good and valuable
consideration, the undersigned parties to the Investment Advisory Agreement
agree as follows:
1. That with respect to any investment interests ("Interest") of the
Fund, that John C. "Bruce" Waterfall shall be the only officer, director,
trustee or partner to be actively and directly engaged in the administration
or supervision of, or have any significant involvement with the activities of
Elsinore or its gaming subsidiary, FQI, or any subsidiary or intermediary
company of Elsinore.
2. That any decisions or actions by the Fund involving Elsinore,
including but not limited to, the following types of decisions and actions:
a. Exercising any and all voting rights for Elsinore and FQI
securities;
b. Serving as a member of the Elsinore or FQI Board of Directors;
c. Serving as an officer of Elsinore and FQI;
d. Nominating members of the Board of Directors for Elsinore and
FQI;
e. Making financial inquiries regarding Elsinore, FQI and
affiliated companies;
Page 104 of 112 Pages
<PAGE>
f. Making operational inquiries related to Elsinore, FQI and
affiliated companies;
g. Providing guidance with respect to policy, financial, and
operational decisions, with respect to Elsinore, FQI, and any other subsidiary
or affiliated company of Elsinore as well as any potential investment
opportunity for Elsinore or its subsidiaries or affiliates;
h. Providing guidance with respect to personnel decisions with
respect to Elsinore, FQI and any subsidiary or affiliated company of Elsinore;
i. Any decision to liquidate any Interest of the Fund involving
Elsinore and FQI;
j. Causing, directly or indirectly, any change in the corporate
charter, by-laws, management, policies or operations of Elsinore and FQI.
(Sections 1 and 2 herein are collectively referred to as "Decision-Making").
3. That should John C. "Bruce" Waterfall become incapacitated or should
John C. "Bruce" Waterfall resign his position with the Fund or sell his
interest therein, he shall immediately notify the Board and the Commission,
and cause his successor to file appropriate Nevada gaming applications with
the Board and the Commission.
4. Other than as provided expressly herein, all other terms and
provisions of the Investment Management Agreement dated December 1, 1991,
shall continue in full force and effect.
5. This Amendment may be executed by facsimile and in one or more
counterparts, each of which shall have the full force and effect of an
original and which taken together shall constitute one agreement.
EFFECTIVE this 28th day of February, 1997.
THE COMMON FUND,
a New York Non-Profit Corporation
____________________________________
By: ___________________
Its: ___________________
Morgens, Waterfall, Vintiadis
and Company, Inc.
/s/ Edwin Morgens
_____________________________________
By: Edwin Morgens
Its: Chairman of the Board of Directors
Page 105 of 112 Pages
<PAGE>
EXHIBIT 3-30
RESOLUTION BY UNANIMOUS WRITTEN CONSENT OF THE BOARD OF
DIRECTORS OF MORGENS, WATERFALL, VINTIADIS & COMPANY, INC.,
TO LIMIT GAMING RELATED DECISION-MAKING FOR ELSINORE
CORPORATION AND THE FOUR QUEENS, INC.,
SOLELY TO JOHN C. "BRUCE" WATERFALL
WHEREAS, a part of a plan of bankruptcy reorganization, THE COMMON FUND,
a New York non-profit corporation, acting on behalf of its Bond Fund (the
"Fund"), may acquire an ownership interest in Elsinore Corporation
("Elsinore") or the Four Queens, Inc. ("FQI");
WHEREAS, pursuant to Section 2(a) of the Investment Management Agreement
dated December 1, 1991, the Fund has granted full power and authority to make
all investment decisions with respect to the Invested Assets of the Fund and
to enter into such agreement and make such representations to carry out such
investment objectives on behalf of the Fund to Morgens, Waterfall, Vintiadis &
Company, Inc. ("MWV, Inc.");
WHEREAS, John C. "Bruce" Waterfall has agreed to perform all Decision-
Making (as defined herein) for Elsinore and FQI on behalf of the Fund;
WHEREAS, the Fund, has agreed to limit all Decision-Making (as defined herein)
for Elsinore and FQI solely to John C. "Bruce" Waterfall;
NOW, WHEREFORE, in consideration of a receipt of a gaming license for
Elsinore and FQI from the Nevada Gaming Control Board (the "Board") and the
Nevada Gaming Commission (the "Commission"), and other good and valuable
consideration, the Board of Directors of MWV, Inc., unanimously resolves as
follows:
1. RESOLVED, that with respect to any investment interests ("Interest")
of the Fund, that John C. "Bruce" Waterfall shall be the only officer,
director, trustee or partner to be actively and directly engaged in the
administration or supervision of, or have any significant involvement with the
activities of Elsinore or its gaming subsidiary, FQI, or any subsidiary or
intermediary company of Elsinore.
2. RESOLVED, that any decisions or actions by the Fund involving
Elsinore shall be made solely by John C. "Bruce" Waterfall, including but not
limited to, the following types of decisions and actions:
a. Exercising any and all voting rights for Elsinore and FQI
securities;
b. Serving as a member of the Elsinore or FQI Board of Directors;
c. Serving as an officer of Elsinore and FQI;
d. Nominating members of the Board of Directors for Elsinore and
FQI;
e. Making financial inquiries regarding Elsinore, FQI and
affiliated companies;
Page 106 of 112 Pages
<PAGE>
f. Making operational inquiries related to Elsinore, FQI and
affiliated companies;
g. Providing guidance with respect to policy, financial, and
operational decisions, with respect to Elsinore, FQI, and any other subsidiary
or affiliated company of Elsinore as well as any potential investment
opportunity for Elsinore or its subsidiaries or affiliates;
h. Providing guidance with respect to personnel decisions with
respect to Elsinore, FQI and any subsidiary or affiliated company of Elsinore;
i. Any decision to liquidate any Interest of the Fund involving
Elsinore and FQI;
j. Causing, directly or indirectly, any change in the corporate
charter, by-laws, management, policies or operations of Elsinore and FQI.
(Sections 1 and 2 herein are collectively referred to as "Decision-Making").
3. RESOLVED, that should John C. "Bruce" Waterfall become incapacitated
or should John C. "Bruce" Waterfall resign his position with the Fund, or sell
his interest therein, he shall immediately notify the Board and the
Commission, and cause his successor to file appropriate Nevada gaming
applications with the Board and the Commission.
4. RESOLVED, that Edwin Morgens, Chairman of the Board of Directors, is
hereby authorized to agree to and execute that Amendment to the Investment
Management Agreement dated January 1, 1988 to Limit Decision-Making for
Elsinore Corporation and the Four Queens, Inc., solely to John C. "Bruce"
Waterfall on behalf of the Fund.
5. RESOLVED, this Resolution may be executed by facsimile and in one or
more counterparts, each of which shall have the full force and effect of an
original and which taken together shall constitute one agreement.
6. RESOLVED, the undersigned, being all of the Directors of the Fund,
do hereby unanimously take, and adopt, the above resolution in Sections 1, 2,
3, 4 and 5 in writing, without a meeting.
DATED this 28th day of February, 1997.
/s/ Edwin Morgens
_____________________________________
Edwin Morgens, Director
/s/ John C. "Bruce" Waterfall
_____________________________________
John C. "Bruce" Waterfall, Director
Page 107 of 112 Pages
<PAGE>
EXHIBIT 3-31
AGREEMENT OF THE MWV EMPLOYEE RETIREMENT PLAN GROUP TRUST
TO LIMIT ALL DECISION-MAKING FOR
ELSINORE CORPORATION AND THE FOUR QUEENS, INC.
SOLELY TO JOHN C. "BRUCE" WATERFALL
WHEREAS, as part of a plan of reorganization, THE MWV EMPLOYEE
RETIREMENT PLAN GROUP TRUST, a New York Trust ("Trust"), may acquire an
ownership interest in Elsinore Corporation ("Elsinore") or the Four Queens,
Inc. ("FQI");
WHEREAS, the Trust was established by and continues to be administered
by the undersigned Trustees;
WHEREAS, pursuant to Section 4.1(i) of the Trust, the Investment powers
and duties of the undersigned Trustees of the Trust, include to enter into,
make and perform any other contract, agreements or other undertakings as it
may deem advisable in investing or reinvesting the assets of the Trust. In
addition, Section 4.1(y) of the Trust permits the undersigned Trustees
generally to do all acts whether or not expressly authorized which the
Trustees deem necessary and desirable for the protection of the Trust funds.
WHEREAS, John C. "Bruce" Waterfall has agreed to perform all Decision-
Making (as defined herein) for Elsinore and FQI on behalf of the Trustees;
WHEREAS, the Trustees have agreed to limit all Decision-Making (as defined
herein) for Elsinore and FQI solely to John C. "Bruce" Waterfall;
NOW, WHEREFORE, in consideration for the receipt of a gaming license
from the Nevada Gaming Control Board (the "Board") and the Nevada Gaming
Commission (the "Commission") for Elsinore and FQI, and other good and
valuable consideration, the Trustees agree as follows:
1. That with respect to any investment interests ("Interest") of the
Trust, that John C. "Bruce" Waterfall shall be the only officer, director,
trustee or partner to be actively and directly engaged in the administration
or supervision of, or have any significant involvement with the activities of
Elsinore or its gaming subsidiary, FQI, or any subsidiary or intermediary
company of Elsinore; and,
2. That any decisions or actions by the Trustees involving Elsinore
shall be made solely by John C. "Bruce" Waterfall, including but not limited
to, the following types of decisions and actions:
a. Exercising any and all voting rights for Elsinore and FQI
securities;
b. Serving as a member of the Elsinore or FQI Board of Directors;
c. Serving as an officer of Elsinore and FQI;
Page 108 of 112 Pages
<PAGE>
d. Nominating members of the Board of Directors for Elsinore and
FQI;
e. Making financial inquiries regarding Elsinore, FQI and
affiliated companies;
f. Making operational inquiries related to Elsinore, FQI and
affiliated companies;
g. Providing guidance with respect to policy, financial, and
operational decisions, with respect to Elsinore, FQI, and any other subsidiary
or affiliated company of Elsinore as well as any potential investment
opportunity for Elsinore or its subsidiaries or affiliates;
h. Providing guidance with respect to personnel decisions with
respect to Elsinore, FQI and any subsidiary or affiliated company of Elsinore;
i. Any decision to liquidate any Interest of the Trust involving
Elsinore and FQI;
j. Causing, directly or indirectly, any change in the corporate
charter, by-laws, management, policies or operations of Elsinore and FQI.
(Sections 1 and 2 herein are collectively referred to as "Decision-Making").
3. That should John C. "Bruce" Waterfall become incapacitated or should
John C. "Bruce" Waterfall resign his position with the Trust, or sell his
interest therein, he shall immediately notify the Board and the Commission,
and cause his successor to file appropriate Nevada gaming applications with
the Board and the Commission.
4. The Trust reserves the right pursuant to this Agreement, but only if
it is necessary to, pursuant to Section 4.1(o) to retain John C. "Bruce"
Waterfall as an Investment Manager or subadviser or submanager of the
Investment Manager solely for the purposes provided in Sections 1, 2 and 3 of
this Agreement.
5. Under no circumstances shall this Agreement be considered an
amendment of the Trust pursuant to Section 7.1 of the Trust or otherwise.
6. This Agreement may be executed by facsimile and in one or more
counterparts, each of which shall have the full force and effect of an
original and which taken together shall constitute one agreement.
Page 109 of 112 Pages
<PAGE>
EFFECTIVE this 28th day of February, 1997.
MWV EMPLOYEE RETIREMENT GROUP TRUST,
BY AND THROUGH ITS TRUSTEES:
/s/ David A. Ericson
_____________________________________
David Ericson, Trustee
/s/ Daniel M. Levinson
_____________________________________
Dan Levinson, Trustee
/s/ John Raphael
_____________________________________
John C. Raphael, Trustee
/s/ Joann McNiff
_____________________________________
Joann McNiff, Trustee
/s/ Stephanie E. Catlett
_____________________________________
Stephanie Catlett, Trustee
Page 110 of 112 Pages
<PAGE>
EXHIBIT 3-32
CERTIFICATE OF EDWIN H. MORGENS
Whereas, Edwin H. Morgens, (the "Undersigned"), serves as the Chairman
of the Board of Morgens, Waterfall, Vintiadis & Co., a New York Corporation;
and
Whereas, the Undersigned also serves in such capacities, including,
officer, director, trustee or partner of entities which act as investment
managers for the companies listed in Schedule A attached hereto; and
Whereas, among the investments made from the managed assets in these
portfolios is the ownership of bonds of Elsinore Corporation ("Elsinore")
which bonds shall be exchanged in part for voting securities of a reorganized
Elsinore on the effective date of the Plan of Reorganization; and
Whereas, the Undersigned does not intend to become actively and directly
engaged in the administration or supervision of, or have any other significant
involvement with, the activities of Elsinore or the gaming activities of its
subsidiaries or affiliated or intermediary companies; and
Whereas, the Undersigned warrants and represents to the Nevada Gaming
Control Board and Nevada Gaming Commission that until such time as he shall
receive the requisite gaming approvals, all such decisions or actions
involving Elsinore, shall be made solely by Bruce Waterfall.
Dated this 3rd day of February, 1997.
/s/ Edwin H. Morgens
-----------------------------------
Edwin H. Morgens
Page 111 of 112 Pages
EXHIBIT 6
POWER OF ATTORNEY
The undersigned hereby appoint Edwin H. Morgens and John C. "Bruce"
Waterfall each with full power of substitution, as their attorneys-in-fact for
the specific purpose of executing on their behalf any Schedule 13Ds and
amendments thereto for filing with the Securities and Exchange Commission
pursuant to the requirements of Rule 13d-1(f) under the Securities Exchange
Act of 1934, as amended. The undersigned hereby ratify the execution on their
behalf, prior to the date hereof, by Edwin H. Morgens or John C. "Bruce"
Waterfall of any Schedule 13Ds or amendments thereto for the aforesaid
purpose.
IN WITNESS WHEREOF, the undersigned have caused this Power of Attorney
to be duly executed as of April 10, 1997.
MWV EMPLOYEE RETIREMENT
PLAN GROUP TRUST MW CAPITAL, L.L.C.
PRIME GROUP, L.P.
PRIME GROUP II, L.P.
PRIME GROUP III, L.P.
s/David Ericson PRIME GROUP IV, L.P.
By: ______________________________ PRIME GROUP V, L.P.
David Ericson, Trustee PRIME, INC.
MW MANAGEMENT, L.L.C.
s/Dan Levinson s/Bruce Waterfall
By: ______________________________ By: _________________________
Dan Levinson, Trustee John C. "Bruce" Waterfall
as (i) managing member of
MW Capital, L.L.C.;
s/John C. Raphael (ii) President of Prime,
By: ______________________________ Inc., as general partner
John C. Raphael, Trustee of Prime Group, L.P.,
Prime Group II, L.P.,
s/Joann McNiff Prime Group, III, L.P.,
By: ______________________________ Prime Group IV, L.P. and
Joann McNiff, Trustee Prime Group V, L.P.; and
(iii) managing member of
MW Management, L.L.C.
s/Stephanie Catlett
By: ______________________________
Stephanie Catlett, Trustee
Page 112 of 112 Pages
